My Marvel Academia
by Anakin80042
Summary: Born without a Quirk, enhancements or parents, Peter Parker struggles to pursue his dream of becoming a superhero in a superhuman society. When all hope is lost, it isn't until a once-in-a-lifetime encounter with Peter's Idol does he finally gain the chance to not just become a superhero, but to be the greatest superhero of them all.
1. Chapter 1

**Author's Note: My Marvel Academia is a cross-over of the heroes from Marvel, and the My Hero Academia. Characters and all elements related to either franchises belong to their respective owners. On a further note, this story was heavily inspired by art from DuckLordEthan on Devianart. Check out his stuff.**

 **Furthermore, for anyone interested in Marvel, this story blends MCU and Marvel comic events and characters. If there are any events or characters that didn't appear MCU, check the comics.**

 **Enjoy**

* * *

"Stop it Eugene! You're making him cry!" Peter cried. Behind him, a young boy was shaking on the ground. He hugged his knees like a three year old while three kids stood sneered at him. Their leader smile stretched from ear-to-ear.

"Or what nerd?" He asked. He smashed his fists together, a dark liquid flowing between them. Peter stepped back.

"Ooh, he's scared out of his mind!" One of them said.

"Yeah, he's pissing in his pants!"

"I'm not! And you s-shouldn't be c-cussing!" Eugene's peers just laughed. "H-hey, if you don't stop this, then I'll, I'll." Peter raised his fists. "I'll s-stop you m-myself!"

Eugene Thompson just laughed. He clenched his fist and the dark liquid formed a boxing glove on his hand. "Nice hero work, but without a quirk, you don't stand a chance, spider boy!" The entire group lunged at Peter.

Several minutes later, Peter laid defeated on the ground. Bruised to the point that Uncle Ben wouldn't recognize him, Peter's heart beat like a jackhammer. The kid he'd been defending stood over him. His eyes were stained with his tears.

"Wow," he sniffed, "I'm pretty sure half the things they did to you weren't legal,"

"Ughh..." Peter moaned.

* * *

Nine years later and he still remembered that fight. It had taught him that not everything in life was fair. Some kids were born with more power than others, some with less. And those with the power over others were destined to change the world. But that wouldn't stop him. If anything, it made him strive to do better.

Peter checked the time. He still had another 10 minutes to go until school started. He still had time. Peter felt the adrenaline course through him as the traffic light finally turned green. He sprinted down the road and rounded the corner to the scene of the crime. What he saw made him gasp.

On a set of suspended train tracks a massive figure in red-clad armor. He swung his massive fist through a set of supports, and the heap of metal came crashing down on the audience below. A human figure flew over them. Shield in hand, he crashed into the debris, knocking it aside.

"Was that Captain America?" someone in the crowd yelled.

"No, it was Falcon!"

"Idiot! He changed his name, remember?"

"Really?" Peter asked, "Where?" the man ignored hm. Peter would just have to go see for himself. Like a deep sea diver, Peter held his breathe as he squeezed through the sea of people.

"How did this happen?" someone said.

"I heard the guy up there was caught trying to steal someone's purse. I guess he just snapped and used his quirk." The other shook their head.

"What a waste."

Peter reached the front of the crowd. Before he could get closer to the fight, a long blue arm stopped him in his tracks.

"Attention everyone, you should stay at least a foot away from the barrier," at the center of the crowd, the famous Mister Fantastic stretched his arms into a makeshift barrier.

"Wow! Mister Fantastic is here too?" someone in the crowd yelled.

"Can you sign my autograph?"

"Sorry folks, a little tied up at the moment," Mister Fantastic joked. "Still, please step a foot away from the barrier. There's not much it can take against a man like the Juggernaut."

"That's not the Juggernaut," Peter interrupted. Mister Fantastic twisted his head around.

"I don't know if those glasses are foggy, but that is clearly the Juggernaut." Now that Peter was closer, he saw that the 'villain' in particular was a man the size of an adult bear, with arms as thick as bridge cables. He wore the classic dome-shaped helmet that was always associated with the Juggernaut. There was one major difference though…

"No it's not. The Juggernaut has a slightly darker red to his armor, and his knuckles are supposed to be bigger. Also, how would he have been able to get so close to a busy place without being spotted?" Peter added. "The only way he could've gotten this far is if he transformed while he was here." Mister Fantastic stared at him.

"Wow, you sure know your stuff."

"Thanks!" Peter replied. "So…who's dealing with the villain?" As if on cue, a chunk of concrete came hurtling towards them. Mister Fantastic pulled himself taut to catch the debris but then it exploded into fine powder.

"DON'T THINK I CAN'T HIT TWO THINGS AT ONCE!" Peter's heart almost leapt out of his chest.

"Oh my god!" Peter jumped up and down, "Is that who I think it is?"

"A raccoon?" someone cried.

"I'M NOT A RACOON!" with a massive BOOM, the furious furry Rocket Raccoon and his partner Groot leapt onto the top of a train carriage. Yelling, Rocket fired another round at the 'Juggernaut'. The tank of a man laughed as he walked out of the smoke.

"Don't you know who I am?" the villain beat his chest, "I'm the F**cking Juggernaut B*tch!"

"I don't care who the hell you are, Mary Poppins!" Rocket Raccoon yelled on top of Groot, "I was having such a NICE day relaxing in New York. Oh the foggy skies, enslaved animals, and crappy guns, ESPECIALLY the crappy guns that EVERYBODY seems to love were a joy to shoot!"

"I am Groot," Groot said.

"Well of course it sounds horrible branches-for-brains, it's Earth!" Rocket replied to his partner, "The people are crummy towards animals, the technology is a joke, heck, the only good thing about Earth is all the goddamn abominations you can shoot without anyone giving two sh*t's!" As Rocket talked, the copycat heaved a train carriage at the duo. Rocket calmly blasted the carriage in a thundering explosion. "Point. Proven."

"I am Groot."

"Whaddya mean stop cussing because there are children around?" Rocket finally noticed the crowd that had gathered. "Hey kids! You better get this on Facebook!"

"I am Groot," Groot shook his head.

"Aww, you suck the joy outta everything."

The two charged at the fake Juggernaut. As Groot got closer, he began to grow until h he matched the Juggernaut's size. The two head-locked each other while Rocket pumped round after round straight into the Juggernaut's head. The Juggernaut tried to swat at Rocket, but the little critter leapt over his head and shot his right knee, causing the Juggernaut to lose balance.

Groot then gave the Juggernaut a vegetarian knuckle sandwich to the face before he uppercuted him into the premium carriage. The blow also knocked his helmet off. Now Peter could see that he'd been right all along. The man under the mask wasn't the Juggernaut. It was the face of a completely different man. A very angry one, at that.

"HAHAHA!" Rocket laughed, "Juggernaut? More like Jokernaut!" Rocket looked at Groot," heh, see what I did there?" Groot shook his head. "Aw c'mon!"

"You'll pay little mammal!" The faker screamed.

"That's…better than a Raccoon. I STILL HATE IT!" Rocket climbed onto Groot's back as he fixed a second gun onto his first one. "Groot, keep him still for me, wouldya?"

"I am Groot!" Groot's arm began to separate into a forest of branches.

"I can't believe I'm actually watching two members from the Guardians of the Galaxy!" Peter exclaimed. "They only come to Earth several times a year!"

"Oh really now?" An old man in bronze shades chuckled at Peter. "Well, what else do you know?"

"Rocket was a normal ra…I mean…Mammal illegally tested on to be an expert at flying and unmatched in his weaponry. Star Lord, or Peter Quill, was born on Earth in the late 1980's. And, if memory serves, he also has a slight pimple on his left…"

The man laughed, "Kid, you some kind of fanboy?"

Peter blushed. "Y-yeah. They've got all sorts of cool technology that I'm just dying to see how it all works. A-and it looks like they're both doing their signature moves!"

While Peter had been talking, Groot's arms had grown into dozens of separate branches.

"I'll say it for you fella," Rocket said. "Iron-stalk,"

"Target," Peter repeated.

"PRISON!" Groot yelled (To everyone else, he just said his name really loud.) Groot pulled his arms back, and thrusted it at the lone Juggernaut.

Who then fell off the bridge?

All the superheroes stared speechlessly as the Juggernaut crashed on the road below with a heavy THUD.

"What in the name of Celestial's crap just happened?" Rocket yelled.

On the unconscious body of the fake Juggernaut, two figures appeared, or _grew,_ on top of the man's chest.

"See Ant-man? I told you we didn't have to get big to knock him out." The size-shifting hero Wasp said to her partner.

"Sure, but then I could've made a pun about how the Wasp and Gi-ANT man had arrived!"

"Ugh, Scott, that might be find with you but…" Wasp pointed to the crowd of camera-wielding-and-predominantly-male cameramen behind her.

"Oh shoot, you're right! Hey you perverts!" He accused the crowd, "Stop taking pictures of her! It's creepy!" With that, the two shrank down.

"H-hey! Where'd she go?" One of the camera men yelled.

"They're too small! I can't get a good photo of them!"

"Oh bother," sighed the old man, "you know, back in the 90's, we didn't look at superheroes like that before. Then again, they used to be pictures on a paper."

"Yeah," Peter said. "You're right." He turned his attention to the fake Juggernaut.

The heroes were wrapping the Juggernaut up in chains. He now looked like a human-sized bodybuilder. _So he was just using a quirk to make him_ _look_ _like the Juggernaut. Assuming the armor changed with him, then he could've hidden it under some clothes. Weird how a quirk would allow that, but not impossible. Now, time for other important matters._ Peter took out his up-to-date ironman notebook.

 _Alright,_ he thought, _so I've already cataloged Rocket and Groot, but I haven't really written much about the Wasp's abilities._

 _She has the ability to shrink her size, yet her strength only increases. Possibly by increasing decreasing the space between molecules? Wouldn't that increase density?_

 _Her powers are on the same level as Ant-man's; whether they're achieved through a quirk or rumored 'pym particles.' Though if they're caused by said particles, then they would need to be a level 8 oxidizer with electrons but no protons in order to move particles. Possible solution: theoretical 'pym' particles;_

 _Besides the problems of the ability, it's great for dodging focused attacks, but what about big spread-out ones like an explosion? Or if they had to outrun someone? Their powers wouldn't be able to beat that, though I've heard she's able to fly…_

Hey kid!" The old man shook him by the shoulder; snapping him out of his trance. "Taking notes on the superheroes? Hoping to be a big-shot villain someday?" He chuckled.

"No sir! It's just, the heroes are all so amazing!"

"And you want to be 'that amazing' too, huh?"

"Yes! Yes I do!" Once again, the old man laughed. "Hey, what's so funny?"

"Sorry to tell it to you kid, but you ain't being anyone's hero if you can't save your own grades!"

"What do you mean...Oh!" Peter checked the time. Only another 5 minutes until school started. As much as he hated it, he would have to leave right now if he wanted to keep his GPA on track. He turned to face the old man, "Thanks for the reminder mister!"

"Don't mention it kid. Say, before you go," The old man held out a card, "I'm hoisting this club at my place every Wednesday. We're all old fans of comics and such. I was hoping if you could pitch in." Peter looked at the card. It read:

NAME: STAN LEE'S HERO CLUB

TIME: EVERY MONDAY AND WEDNESDAY, 4-5 PM

AGE RANGE: ?

ADDRESS: West Side of Queens, 14th maple street.

MARTIAL STATUS: TAKEN LADIES.

"Okay, I'll go ask my Aunt if it's okay,"

"So you'll come?"

"Sure, if I can," Peter replied.

"Excelsior!" the old man cried, "See you there kid!"

Peter waved goodbye at the man and ran off; leaving the crowd, superheroes, and two pissed-off space heroes behind. Well, one pissed-of space hero.

"Dammit!" Rocket Raccoon repeatedly kicked the train tracks, "Dammit, dammit, dammit! Why does _she_ get all the credit! We were the ones who wore him down!"

"I am Groot"

"So what if she caused less 'collateral' damage! They can call a couple of Nano bots or something to fix it up!"

"I am Groot,"

"Wha-no Nano bots on this stinkin' planet!" Rocket Raccoon began kicking at the dirt. "How does that feel you sorry excuse for a planet!"

"I am Groot,"

"IKNOWWEAREN'TONTHEGROUNDSTOPTALKING!"

* * *

Generations ago, the only superpowers anyone knew about were in the hands of people (or things) that had gained extraordinary powers through lineage or chance. They were the heroes or villains of the world. Mutants, Inhumans, test subjects, they were the savior or murderers of thousands of lives. That all changed when a hospital reported a baby floating above the ground. At first, doctors and nurses simply mistook the child as another mutant and thought nothing of it. Then, suddenly, random people all over the world began receiving these powers, or 'quirks.'

Nobody knew where they were coming from, or why, but nobody really cared. No longer did you have to be blasted by a gamma bomb or be possessed by an evil ghost in order to get powers. Even better, the once isolated and ostracized abnormalities of the world-like-mutants were finally able to blend into society. The supernatural became the natural way of life, despite the differences in how they were gained.

As the number of super-powered individuals rose, crime around the world reached an all-time high. While governments tried to (again) adapt their laws and police force to handle these problems, groups of courageous people began to use their abilities to keep our cities safe. Eventually, through major public support, they gained an official status, and were even paid by the government based on their work; granted they used their powers for good.

Now with an official status and place in society, the duty of a hero was treated like any other job. Soon, independent companies around the world began to form. Whether it was enlisting the best superheroes they could find, providing gear to those who needed it, or simply trying to pay their bills. Since anyone could as easily become a villain as a superhero, the government and independent companies pooled their resources together in order to establish a system that would 'validate' someone as a superhero. They called it the MARVEL program:

Mutant, Inhuman, Quirked,

And other super-powered individual's hero

Registration,

Verification and

Enlistment according to

Legislation 451.

The MARVEL program funded, inspected, and catered to hundreds of independent schools to make sure they could mold a person into the superhero standard. And the best of all the schools was none other than MARVEL Academy: An entrance exam with 0.2% acceptance rate, a campus built and handled by some of the best superheroes, it was the unparalleled breeding ground where the world's greatest superheroes were born.

And it was the school Iron Man, the most powerful superhero ever, went to.

* * *

"All right class," Raymond Warren, Peter's science teacher, sighed, "We're in the last term of your last school year here. Now I hope you'll be mature and know that you should be spending this time thinking about what you really want to do in your lives, because this is where all your hard work comes to fruition," Suddenly, the teacher fell into a fit of laughter.

"But why the hell would that matter? It's obvious what you all want to do," Raymond pointed to his massive Periodic table chart. In its place, a massive picture of Raymond in a tight spandex suit stood. "You all want to be superheroes!" The class began cheering and showing off their quirks. Soon, the room was filled with bright explosions, fire, and limbs.

"Yeah!"

"I'm going to kick some villain's butts!"

"Society is going to come to ruin because of our lack of workers," whispered one of the students.

"Shut up Squidward."

"All right all right, calm down class," Raymond chided. "You know the rules. No use of quirks in class or public," then he smirked, "except THIS!" Raymond took two objects in each hand: fertilizer and charcoal, and crushed them together. A dark smoke enveloped him. When it cleared, Raymond had changed out of his teacher's uniform for a white lab coat and safety goggles. The rest of the class cheered at the arrival of their favorite 'hero.'

 _NAME: RAYMOND WARREN_

 _HERO NAME: CHEMICAL Z. he's, not actually a hero…yet._

 _HIS QUIRK: The ability to chemically combine any two object simply by crushing his hands! Granted he knows the reactants and product's chemical composition._

"Hey Chemical Z, where's Mr. Warren?"

"Well, my dear citizen," 'Chemical Z' said in a deep voice, "I believe he's off to the registration office for his hero license!" The whole class laughed before he took of his safety goggles. "But in all seriousness, how about we take this period to see what hero school's you're signing up for," he pulled out a clipboard. "This board has the list of names of people who are going to hero schools. Anyone want to share?"

"Don't bother teach," one of the boys jeered, "Most of them will probably end up as sidekicks to some D-listed superhero. Let's not waste precious time with all these rejects." The boy stretched his legs out on the top of the table; pushing his chair back as far as it would go.

"Hey! You're not better than us!" The class screamed.

"Oh yeah? Well why you don't prove it, you third-rate sidekicks." Flash Thompson pointed at the whole class, "I'll TAKE YOU ALL ON!"

"Now now class, as a science teacher, I advise you to look at this from a factual, un-biased standpoint. Let's see what schools he's planning to enter before we make any rash word choices. Is it that okay Mr. Thompson?" Flash nodded smugly. Mr. Warren read the clipboard, "Wow, he does have impressive test results. Considering where he's going, he's got a good chance of making it into MA."

"Flash's going international?"

"That place only has a 0.2% acceptance rate! It's near-impossible to get in!"

"That's exactly why it's the perfect place for me," Flash jumped onto his chair. "I passed all the exams. I aced all the physical tests. I was the leader of the school's quirk football team. Once people see how I graduated as the best and only student from this school to MA, I'll become a better superhero than Iron Man ever was!" as Flash went onto how he'd best them all, Mr. Warren was still scrolling down his clipboard.

"Huh. Hey Peter, you're applying to MA too?" Everyone turned to face Peter. Suddenly, the whole class erupted into laughter and jeered at Peter. "Oops,"

"Really Smarty pants? Don't you know you need a Quirk to become a hero? _"_

"No way someone like you could pass the exam, let alone survive!"

"W-well," Peter stammered, "they removed the no-quirkless rule. I could be the first! Besides, I've heard that Iron Man is possibly q…" Before he could finish, Flash slammed a his arm onto Peter's desk. The shock caused Peter to fall off his chair.

 _NAME: Flash Thompson_

 _Age: 13_

 _QUIRK: Symbiote: Flash can produce a liquid-like organic material that he can utilize to improve his overall physique, along with creating weapons. It can also be used to heal his body._

"You shut up about that, bug boy!" Flash glared at him. "Iron man's too powerful to be a quirkless loser like you! Besides, why would they choose a loser like you when they could choose someone like me!"

"B-but I'm not there to compete with you!" Peter backed away from Flash, "Eugene, I"

"IT'S FLASH YA DUMB SS!" Peter squealed as Peter backed up into the class wall.

"Sorry, sorry. Flash, it's just that…" Peter stared at the ground, "I've always wanted to be a superhero ever since I was a kid. I may not have a quirk, powers, or anything really, but I can still try, right?"

"IDIOT! You'd never be able to handle fighting alongside the best of the best! Knowing you, you'd probably die of heart failure during the exams." Flash went back to his seat, "You're really an idiot, bug boy." Peter didn't move and kept his fetal-position. The whole class was shrouded in silence.

In the front of the room, Mr. Warren glared at Flash. "Alright everyone, before homeroom ends, let's get our textbooks out and flip to page 202."

"But you said we'd…"

"I said page 202," Mr. Warren repeated, "We'll be learning about the numerous uses of Vibranium and Carbon in artificial intelligence. I know you have a test about this coming up, so get on it!" The whole class moaned while Peter gave Mr. Warren a small smile.

* * *

"Give that back!" a red pile of goo burst out of a grocery store and barreled down the block. Behind him, a man was grew-and-threw knives out of his knuckles. "That's my wallet!"

"Sorry sucker!" Carnage yelled, "This naughty boy just got out of time-out, and he's looking for some toys to play with!" He laughed as the two of them ran down the street. They passed a convenience store filled with bystanders.

"Man, where are all the heroes? Are they all tuckered out from the fight this morning?"

"Probably," As he said this, the automatic doors opened as a fine black gentlemen walked out of the store behind him. "Still, remember when we didn't have to worry about lunatics with quirks running amok?"

"Yeah. As if dealing with magnetic mutants weren't enough, now we have to worry about idiots that can blow up buildings? Like, what the hell? Where's Captain America? Wolverine? I see the f*cking Antman more now than Iron Man, and he's the size of a f*cking ant!. What the hell happened to him?" While the two talked, the figure's form flickered. For a second, the man was covered in a black-and-gold metal suit. Silently, he stepped out of the armor and stretched his arms out. Out of his chest, a brilliant blue glow emerged. Metal began to seep from it point, encasing him.

The material began to grow denser and formed muscles along his arms. Biceps thickened on his legs. Pulsar rays glimmered on his palms. A soft click sounded as the iron mask sealed on the man's face.

"Yeah. Things were soo much better when Iron Man did JackSh*t." The bystander felt a light tap on his shoulder. He turned around. Behind him was an 8-foot tall war machine.

"You were saying?"

* * *

Peter packed up his things as he prepared to go home. He checked his phone.

 _Wow, today's battle is all over the news. Great thing I got to see it in real life!_ Unable to stop grinning, Peter shoved his phone into his bag. Just as he was about to grab his notebook, somebody snatched it.

"You know," Flash dangled the book in front of him, "we're not done yet, arachnid head."

"H-hey, give that back!" Peter said, but a viscous hand pushed him back. Flash paid no attention to him as he examined the notebook.

"What's that Flash?" his friends looked at it. They burst out laughing, "Dude! You're taking notes on superheroes? How much more pathetic can you get?"

"Ha ha," Peter stammered, "funny, n-now could you plea…" before he could finish, Flash covered the book in his black ooze and easily crushed it. Peter squealed.

"Oh, sorry Pete," Flash grinned, "I had to make it fit into my pocket. Thanks for the notes, bug boy." Flash stuffed the bent notebook into his pockets. "Fits like a glove. Now, speaking about notes, I think it's time for a lesson."

"W-which one? The health risks of a high school toilet?" Peter slowly backed away from Flash, but Flash gripped him on the shoulder.

"Aw, Peter, you always know what I'm thinking. But no, it's a new one. It's called, the 'basis for a superhero.'" Peter tried to look for an escape route, but Flash's friends were surrounding him.

"You see," Flash began, "Being a superhero is a lot like a football Quarterback. Not many people can properly step up to the plate, but the ones who do have the potential to become one can be seen a mile away. You can just tell by looking at them that they're destined for the role. When I make it into MA, people'll be looking at my records and see that I was that type of kid. And when I graduate, people will be looking at me with this kind of respect," he jabbed his finger into Peter's chest. "They'll be calling out my name. And, before you know it, they'll forget about Ghost Rider, Mockingbird. Heck, they'll even forget Iron Man! And they'll name me the true number one hero!"

Flash's friends were laughing. "Someone's a little to in love with themselves." Flash took no notice.

Peter felt Flash's grip tighten. He turned and saw that the symbiote now covered his entire arm, squeezing his shoulder.

"Likewise, the same'll happen to you. Except you'll be the laughing stock of whatever third-rate school MA kicks you into." Flash smiled as Peter's heart went into overdrive; his mouth quavering with fear. "I think we're done now." Flash let go of Peter and began walking out the door; his friends following him. He stopped halfway through the door.

"You know, Parker, there is one way you gain a superpower," Flash pulled out Peter's broken notebook. With the arm of a Quarterback veteran, he flung the notebook out the classroom window.

"Go fetch, bug boy. Maybe you'll stick to the wall like a proper freak. It'll make crushing you much more satisfying." Flash snorted as he left the classroom.

"That's it?" his friends followed him, "he isn't going to even put up a fight?"

"No. He finally knows his place in the world. Underneath someone's shoe!" As Flash and his friends cackled in the hallway, Peter grabbed his phone and ran into the hallway. Before he could even wield his makeshift weapon, Flash turned around; his fist wrapped in a basketball-sized boxing glove.

"Something wrong, insect?" Peter's body froze as Flash gave him a warm smile.

"That's better." Flash said. He continued walking like nothing ever happened. Listening to the sounds of his friends jeering at Peter, and the sniffling of a defenseless nerd as he tried not to cry.

* * *

"Awntie, Awntie! It's Iron Man time!"

"Already?" Aunt May sighed, "I've barely started the dishes. Can you wait?"

"No! I want it now now now!" As Peter whined, two large hands lifted him by the chest into the air.

"Don't worry hon, the superhero Uncle Ben is here!" Uncle Ben and Peter both laughed as Peter rode on Uncle Ben's back all the way to the computer room. While he turned on the computer, Peter impatiently rocked his chair to the limits.

"Hey, hey. Calm down kiddo, I'm just as excited to see this as you are. Still. I can't believe you'd be okay watch something like this. I think it's terrifying, actually." he muttered. His eyes turned to look at a glass tank full of Spiders. On the top-right corner a label read "Property of Richard Parker". Beneath it were scribbles that barely spelled out '+ Peter.' Peter had insisted they bring it from Richard's house. Saying it was for "research."

"Then again…" The video played before Ben could finish his thought.

The whole screen was covered in ash. The video shaked like it was in an earthquake; the cameraman to terrified to check his grip.

The video Peter liked had been filmed years before he was born. The hero had already been a somewhat well-known hero before, but to Peter, this movement was when he truly began to shine.

 _Smoke filled the air as a crowd of peopled cowered behind the police line. Likewise, the cops stood behind a makeshift barrier; their guns at the ready._

" _This….this is crazy! Some villain showed up to wreck the place, then he came! He's saved what, 20,30, 50 people and it hasn't even been 5 minutes! W-what the hell is this?" a small explosion erupted from the fiery wreckage and the camera caught several human-sized robots jumping out of the burning buildings. They ran towards the barrier, carrying survivors draped over their shoulders; sometimes inside the very suits themselves. Behind them, a giant ironclad robot lumbered towards them, shaped like a massive metal sumo wrestler._

 _The massive robot pointed at the crowd as it arm transformed into a Gatling gun. As the barrel began to spin, another large figure emerged out of the smoke and shot the robot. The robot exploded in a bright-blue light._

 _The man responsible for the shot walked out of the wreckage._

 _It was a 7-foot tall human robot, and Tony Stark's first Zeta-series suit. It was dressed in the classic red-and-gold paint, and had defined muscles along the body. Parts of the armor were torn off in places, and a pulsar ray flickered like a broken lightbulb. The faceplate was cracked; the usual sea-blue glow of the eyes were now dim._

 _He carried multiple unconscious survivors. On his shoulder, being cradled in his right arm, foam-glued to his back, he had to be carrying at least a dozen of them. Despite his face-plate being cracked, Tony didn't need a microphone to amplify his voice._

" _Everyone stay calm! Help has arrived!" Tony yelled as he walked towards the police._

" _Make sure these people get to the nearest Stark Industries building I have several world-class doctors (some of them robots) there. Oh, and if you meet this red-haired girl, tell her she owes me dinner!"_

 _One of the police gave a small laugh. "You'd need magic to fix some of these injuries."_

 _Tony shrugged, "Got that covered too. Just put the critically injured into any Iron man suits. I can fly them over."_

" _You sure?"_

" _Yeah. Every suit needs a test drive." Tony grimaced as he walked to some of the survivors. His suit began peeling off into multiple drones that formed themselves into a stretcher around the injured. As he did this, police were resting the injured into the other suits, as if the suits were their coffins._

 _The man holding the camera grabbed Tony's shoulder. "Who are you?"_

" _Me? Tony Stark, handsome entrepreneur, richest and biggest philanthropist since the gilded age, and a superhero. Or a real menace, according to the Daily Bugle."_

" _Yes. But as a superhero, who are you?"_

Until this point, Tony Stark had simply used his normal name whenever he did any superhero work. But where he was _going, 'normal' wouldn't fit. Tony stared at his Iron Man suits move people towards the hospitals._

" _I'm…the Iron Giant." The man shook his head._

" _I was actually thinking something like 'Iron Man,' like the same name of your suits?" Tony Stark paused, thinking the name over._

" _Are seriously one-upping me? After what I did? Are we doing a d*ck contest now?"_

" _Wha-no-"_

" _Because if you are, it's working. That's a good one" He rubbed his beard, unaware it was still beneath his mask. "You know, that name is really good. I'll have to buy it off you."_

"R-real-"

" _In court of course. You named a product. My product. I'm legally obliged to sue you. Soo, Sunday works for you right? Ok? Ok." Iron Man and the other suits blasted off into the sky, leaving a crowd of astonished bystanders to witness the rise of the strongest superhero in the world._

"He's the coolest ever!" Peter yelled, "And once I get my superpower, I'll be just like him!"

"That's right," Uncle Ben hoisted Peter onto his back. "You won't just be like Iron man, you'll be better than him! I just know it!

"Your nephew won't have a quirk." The doctor sighed.

Peter's heart skipped a beat.

"What?" Aunt May gasped. Beside her, Uncle Ben stared at the ground silently.

"It's the hard truth. You see, since quirks began to appear, scientist have studied the relationship between a quirk and the body. One strong correlation is the number of joints in a person's foot. A person with a quirk would have one joint." The doctor pointed at an x-ray of Peter's foot. "Your nephew has two."

"Furthermore, we've done blood tests: there is no sign of a meta-gene, mutant-gene, or any kind of abnormal characteristic. Your son is perfectly normal…relatively."

"Just so we are clear, could you describe the quirk the boy's parents had? And yours too."

"Well," Aunt May began, "His father had a second set of eyelids that acted like x-ray vision, and his mother could heat her hands to cook food without using an oven." She sighed, "oh her homemade lasagna."

"Other than that, my quirk lets me shoot water out of my hands. And, Ben doesn't…you know."

"Doesn't have a quirk," he muttered. "That's why he's got no powers, isn't it?"

The doctor nodded, "Usually, if a child had parents with quirks, the offspring would have a combination of the quirks, or an entirely new quirk. Peter should've had some uncanny ability appear by now."

"Unfortunately, recent data suggests the possibility that if a child has siblings that, unlike them, have no quirks, the original child's offspring may also be born without a quirk. It's the same principle as brown-eyed parents having blue-eyed children; a trait in a person which doesn't affect the initial individual, but can be passed on and affect their offspring. Your….disability, is evidence of such a trait."

"Of course, you can't blame yourself. Science is a fickle thing, and we can't change the past. You could be optimistic and say that the 'data is inadequate,' but the fact of the matter is that Peter will likely never have any sort of superpower. Even with the numerous power-giving accidents that can occur, people are getting smarter. By the time he's 6, Gamma bombs will no longer be thing. And please, if he ever asks, don't set him up for some Canadian secret experiment. His body is, frankly, too weak to handle any such procedures.

Uncle Ben slowly nodded his head. "Understood. Thank you, Dr. Octavius, you were a real help."

Doctor Octavius returned a warm smile, "anything for an old friend."

As Uncle Ben and Aunt May left the room, Peter turned to look at the X-ray on the wall. Wondering how something so small could make such a big impact on him.

"Peter!" Uncle Ben called out. He had been sleeping with May until he heard a loud CRASH from the computer room. Uncle Ben ran into the room, slamming the door aside.

Peter stared at the computer; blue lights flickering over his tear-filled face.

" _Everyone stay calm! Help has arrived!"_ the computer said. Slowly, Peter turned to face Uncle Ben.

"I…I can still be like Iron Man, wight?" Peter cried.

Uncle Ben ran over and hugged Peter. "Peter, Peter," he whispered into his ear, "You're a smart boy with a lot of talent."

"But, no quirk."

"Yes." Uncle Ben was silent. "But…it's my fault. For making you believe in heroes. For filling your heads with daring heroics. For not seeing the signs earlier. For…for making you believe in a dream I could only have every time I slept. Peter…I'm…I'm" suddenly, Uncle Ben hugged Peter; crying. "I'm so sorry Peter!"

Silently, the two of them cried their sorrows away. Several minutes later, Aunt May came in and she, too, began crying alongside Ben.

 _But Uncle Ben,_ present-day Peter thought as he looked back on that moment, _you never answered my question._

 _That's not what I needed you to say. I wanted you to say that it didn't matter that I didn't have a quirk. I could still become a superhero…_

 _One as great and amazing as Iron Man._


	2. Chapter 2

**Author's Note:**

 **Enjoy.**

* * *

Peter sulked as he went to get his notebook back.

 _I hope it didn't fall into the fountain. What's Eugene's problem, telling someone to jump out a window. I know he meant it as a 'joke', but you can't just go telling people to do that._

Peter paused. _Would I have actually done it, under the right circumstances?_

He heard weird sounds from a nearby trash bin. On top of the trash pile was his notebook. As he went to grab it, something burst out of the trash.

"Ha! Earth and their recycling policies. They honestly call this stuff _junk_? I could make a skrull-incenerator just from this stuff laying around here!" Rocket noticed Peter. He hissed at him. "Hey, back of kid, this is my junk."

Normally, Peter would've jumped at the chance of being face-to-face with a superhero. Normally

"Sure," he muttered, "I just need that notebook."

"Wha-this?" Rocket picked up the notebook. He flipped through it's pages, "I don't see why you would want…oh….OH! I see!" Rocket howled. "You some middle-school pervert keeping a track of the hottest supers?"

"No!" Peter replied sheepishly, "It's scientific research."

"And where do you do this 'scientific research?' Through a strip club's windows?" Rocket flipped to a random page. "Lookie here. Romanoff, Wasp, Captain Marvel, you've definitely got a few nuts loose."

"That's because I tried to focus on more female superheroes in my seventh book. Just…please give it back mister."

"I…I" Rocket was prepared to rant onto another joke. Then he got a good look at Peter. He noticed the way his body hung like a cow on a meatrack; how his eyes were stained with tears. Rocket sighed. "Sure kid. Here." He tossed Peter the notebook and hopped off the trash bin. "And good luck dealing with that jerk."

"How did you know?"

"You ain't the only guy with people problems," Rocket snorted. "Just a word of advice: Don't let asses like him tell you squat. In my case, I'd get the biggest weapon you can and hit him with it. But APPARENTLY that's not legal here." On that note, Rocket crawled away.

* * *

Peter took the usual route home. Around the back of school, follow a set of train tracks until he reached an old service tunnel that led him to his neighborhood. Take a right, then walk several blocks to his house.

Easy

It wasn't the quickest way to his house, but it wasn't the Flash-ridden zone that had earned him numerous bruises. He stopped at the edge of the service tunnel; the entrance opened like a huge hungry mouth ready to devour him.

 _Rocket was right,_ Peter thought, _I can't let one guy drag me down for the rest of my life. I have to keep pushing forward, no matter what. And I'll do my best to succeed. Just like Iron Man!_

 _I promise!_

As Peter walked through the tunnel he thought of how Iron Man acted so calm behind that mask. He wondered if that was a key to being a superhero; acting calm, maybe even excited during danger. At the very least he'd need some identifiable attitude that people would recognize. The same way the Hulk's untamed rage sent shivers down his enemy's spines, or the placid, practiced tone of Doctor Strange every time he faced a villain. As if they were just another patient. Curious, he shifted his face into a variety of expressions.

 _Pouty? No. Smiling?_ Peter tried to smile; the muscles on his mouth strained from the effort. _No. There's no way I can keep that up for an hour, much less as an everyday superhero._

Behind him, trickles of blood-red water poured out of a manhole cover.

 _How about a straight face? Nah, too apathetic._

The red liquid coalesced into a barely humanoid figure.

"What about grinning?" Peter said to himself. "Nah, to awkward."

"If it's any help," The monster gurgled behind him, "I think smiling's the best face someone can put on."

Peter's heartbeat sped up. Hot, moist sweat covered his body. Trembling, Peter slowly turned to face the source of the voice.

"After all," Carnage laughed, "just look at how it fits on MY face!"

"C-carnage the blood villain?!" Peter stammered.

"Aww. Villain? That hurts. I prefer the name, mass murderer!" Peter began to run. Red tendrils shot out of Carnage's body and grabbed his legs. "You're not going anywhere!"

The tendrils pulled Peter into Carnage. More and more tendrils formed to dig into Peter's body. They permeated into his nose, mouth, even ears. Peter felt his entire body being consumed by the red liquid.

 _Can't…breathe,_ Peter fruitlessly grabbed at Carnage; his hands failing to get a grip. Black dots began to dance across his eyes. His head felt like it was full of helium. "Don't worry kid. It's a painless procedure, for me!"

"All I'm going to do is hide inside your body 'till I'm outta this place! Then, I'll use your body as another host of Carnage. Imagine! Carnage with his own little 'un. What a great pair we'll be!"

"You'll be my very own personal hero!"

Peter eye's shot open in fear. _No!_ he squirmed within Carnage's grasp. _Not like this!_ As his vision blurred, Peter called out for someone, anyone, to come help him. Ant-man, Captain Marvel, Rouge. Colossus….

Peter felt his last breathe slip from his mouth.

Iron Man…

Suddenly, the manhole cover exploded out of the ground with a loud BOOM. Out of the hole, Iron Man jumped out.

"You think you'd be able to outrun me when I have a map of the entire city? What, were you just desperate for the bathroom?" He joked.

"You!" Carnage clutched Peter like a human shield, "don't step any closer, or else the kid gt's it!"

Iron Man yawned. "Really? Geez, if I had a nickel for every time someone said that, I'd be a billionaire." Iron Man stretched out his arms and bits of micro-sized metal flew out of the sewers and into his armor. His 'muscles' bulged into the size of bridge cables. He grew 8 feet tall. " Let's fight." As Carnage sprouted several new spears, Iron Man sniffed his suit.

"Yeash. Manhattan's spicy buffalo wings are selling out today. Ew."

Carnage shrieked as several blades flew towards Iron Man. Iron Man lunged to the side. He grabbed the manhole cover and used it to block another attack. "All yield to Cap's mighty shield!" he playfully yelled.

"SHUTUP!" Carnage's tendrils mixed into one large hand that tried to punch Iron Man. Tried. Iron Man swatted the hand aside and threw the manhole at Carnage. The disc crashed into Carnage's head with a loud SPLOOSH. Iron Man opened his palms to fire a shot, but then he remembered Peter.

"Shoot. Okay, time to do this the old fashioned way." Iron Man stretched his arm back. "Ironclad…"

Carnage spit the manhole cover aside. "Gauntlet,"

"Aw Sh*t" Carnage muttered.

"Smackdown!" Blue lightning danced across Iron Man's right arm as he swung it at Carnage.

The tunnel emitted a deep BOOM as Iron Man punched Carnage in the chest. The blow hit him like a truck-sized cannonball and knocked him several meters back. The wind from the punch struck his de-formed body. Struggling to maintain his form, the monster roared as he exploded into piles of useless goo.

Peter felt the world around him grow dark, as he fell from Carnage's grasp. But, for a single second before the shadows consumed his eyes, he saw a tall muscular figure standing in the tunnel.

 _Iron Man?_

Peter woke up to a numbing feeling in his shoulder. He turned to his side and noticed someone injecting him with a white liquid.

"Calm down kid," the man responsible for the injection said, "this is just some anti-symbiote stuff. It'll kill any excess…Carnage…he might've left in your system."

"T-thanks mister…" Peter turned to look at the man. The Iron Man.

"W-what. IRON MAN!" Peter leapt up and began to bow before him. "OHMYGOSHOHMYGOSHIT'SACTUALLYYOU!"

"Hey kid, I'm not the one who nearly died." He tapped the syringe. "I've got to finish the dose."

"Of course sir!" Peter marched right next to Iron Man. He couldn't stop giggling.

 _He's really, really here! I can't believe it! Ohmygosh, is that his new Vibranium-powered zeta-model arc reactor? It's so much cooler in person._

Peter's stomach was full of butterflies. Multiple, fanboy, butterflies. _I need to get his autograph._

When Iron Man had emptied his syringe, Peter looked around for something to write on. He found his crumbled notebook and opened it. On one of the pages, the words IRON MAN were written in red and gold ink.

 _OHMYGOSHHEALREADYSIGNEDITTHAT'SSOCOOL!_

"Scanning….scanning…traces of Carnage symbiote 100% neutralized." Peter looked up and noticed a floating red-and-gold sphere. At its center, a glowing blue eye shined on Peter.

"W-what! It's your AI Friday!" Peter held up his notebook. "Could you sign this?"

Friday sighed (were AI supposed to be exasperated?) and a bright laser carefully cut at Peter's paper. Now the words FRIDAY were written beneath Iron Man's signature. Peter felt his knees go weak.

"Woah there kid. You just fainted once already. Don't try it again."

"O-of course sir! But what about Carnage?"

Iron Man opened a pocket in his suit and pulled out a bottle he had made out of his nanites. In it, a dazed Carnage sloshed inside.

"He's taken care of. Now if you'll excuse me, I have to go get this guy to Stark Unlimited. Maybe we'll be able to kill this thing once and for all." Gripping the bottle in his right hand, Iron Man began to warm his repulsars.

"W-what? Already?" _You can't go,_ Peter thought, _there's so many things I have to ask you. Like, are there any adamantium-inverters in your suit?_

 _What's the main power source? How many Hectajoules does it take to power it?_

 _How-_ Peter noticed Iron Man was now a foot off the ground. A second later and he'd be travelling at mach speeds. If Peter didn't stop him now, Iron Man would be gone from his life. Like he'd never been there. And Peter would never have his question answered.

Desperate, Peter lunged at one of Iron Man's legs just as the metal suit blasted off into the air. Peter held on for dear life as they soared through the big blue sky. Iron Man, his leg encased in thick metal, didn't notice him. Peter felt Iron Man slowly increasing the thrust power while he felt his grip loosen.

 _I'm…I'm going to fall!_

That's when Peter felt a familiar blue light shine on him. Friday had attached herself to Iron Man's back and was scanning him. "Analysis reports extra mass on your right leg."

"What is it?" Iron Man yelled over the rushing wind.

"Object identifies as an organic human. Full name: Peter Parker. 13, Blood type 0. Written credentials include…"

"Wait, that kid I saved from Carnage?"

Friday sighed, "Yes. Object also identifies as 'kid you saved from Carnage'."

Peter felt Iron Man slow down.

"You enjoying yourself, Kid?" Iron Man yelled.

"I think I can see my mom and dad!" Peter cried.

Iron Man patted him with his right hand. "I'll take that as good news!"

* * *

Iron Man landed them on the top of an apartment building. Like Koala in a thunderstorm, Peter fell of Iron Man clutching his stomach. His rumbling, nauseous stomach.

"I think I ate a fly on the way here, Mr. Iron Man." He quivered.

"Good. Maybe you'll get a new superpower or something." Iron Man began warming up his repulsar's again. "Friday, building schematics please?"

"Schematics confirmed."

"That door there leads to the bottom of the building. Take it and hope you're anywhere close to home."

"You're leaving? Already?"

"Kid, what do you think I do all day, date hot chicks?" Iron Man paused, "Okay maybe not all the time…"

"Statistically, you dated 'hot chicks' for about 5-"

"What did I say about daily life statistics in public, Friday?" Iron Man interrupted. "You shouldn't say them. Am I right? Or was it just me hearing that on that one date with Pepper?"

"Sorry … _sugar bun._ " She teased.

Iron Man scowled at her. "Young lady, keep that attitude up and I will make you count all the digits of Pi until your circuits melt."

"B-but wait! I just have so many questions!" Peter called out.

"Sorry kid. There's an Iron Man blog with a Q&A. If you're just interested in the suit, that's private matter. You're welcome to talk about robotic intelligence with Jocasta, though. I could patch an interview."

"No! I..J-just tell me if…if…." Peter took in a deep breathe. As Iron Man's repulsars began to fire, Peter yelled at the top of his lungs.

"Can you tell me if I could ever become a hero? Even if I don't have any superpowers, could I ever become someone as great as you?" Suddenly, Iron Man's repulsars shut off.

"What the…" Iron Man grumbeled. A tiny alarm went off in Iron Man's suit. Peter barely noticed it though.

 _This is my chance,_ Peter thought, _I've got his attention. Talk._

"Everyone thinks I can't do it. That just because I'm not born with some sort of amazing ability, I can't become a superhero. Worse, that I'm some useless piece of flesh."

"Sh*t," Iron Man scanned his surroundings frantically.

"Yeah, I know that it's…shist….but you know what? That just makes me want to do better; to prove them wrong."

"Saving people, fighting villains, it's always been my dream. And I'm not going to let a few people talk me down. I'll prove it to them, to everyone, that I can become a great hero!"

"And I'll be utterly fearless while doing it, just like you!" Peter proudly pointed at Iron Man.

He noticed that Iron Man's suit was releasing massive amounts of steam. Meanwhile, Nanites peeled of his body in the process. Eventually, the whole suit crumbled into a pile of red flecks beneath a Stark-naked Tony.

"Suit power 0," Friday beeped. "Mark 41 usage advised."

"No sh*t Sherlock," Iron Man grunted. When the smoke cleared, Peter was able to properly see Tony Stark.

Or, at least, someone similar.

The man's gut was shrunken to the point his ribs stretched out of his chest. His cheeks were sullen, and his cropped hair was dotted grey. His classic goatee looked unchecked, and his eyes no longer shined with the entrapenruer brilliance the true Tony did. They looked jaded.

Obviously, Iron Man had left in the smoke and someone had taken his place.

That's when he noticed the man's clothes. He had been wearing a size-too-big Walt-Disney shirt (it read "I went to Walt Disney and all I got was this lousy T-shirt!") in order to hide his scrawny body. What he couldn't hide was a brilliant blue light that glowed beneath his shirt: a Vibranium arc-reactor.

Only one person ever had one implanted in their chest. Specifically, one in that shape and style.

Realization dawning upon him, Peter screamed so loud that he put supervillain Shriek to shame.

"NO WAY!"

* * *

"Don't you think you were being a bit rough on Peter, back there?"

Flash and his friends walked along an alleyway. Occasionally, they could find some dropped money, heck, even Peter hiding amongst the trash here. Now, they were just bored.

"It's not my fault the idiot's going to get himself killed."

"So you do still care about him,"

"Shut up. We haven't hung out since we were kids. I just hate it when he talks about being a hero. As if being the smartest ass in class isn't enough for him!" Flash kicked the nearest object- a red bottle-as hard as he could. It crashed into a lamppost with a loud DING.

"Okay, okay, calm down Flash. The kid ain't got nothing on you, so there's no need to worry about him. How about we just hit up the field for some Football practice?"

"Yeah," the other friend snorted, "or we could play at your house!"

Flash glared at the ground. "Nah. Let's just go anywhere else."

"Awww, is Flash the fast Thompson getting sof…" Flash shot a murderous scowl at him: His right arm coated in black ink.

"WHAT DID YOU SAY?"  
Flash's friends stammered at Flash. Or, rather, what was behind him. Before they could react, the two were impaled through the chest by red spears. His fury enhanced, Flash turned to face the monster.

The monster was a swirling pile of red goo with a barely-humanoid head. It laughed as it flung its recent victims aside.

"Ah, finally! Some twerp with something emptier than his body for me to consume!" Carnage's laughter and Flash's rage mixed as the two charged at each other's throats. Each ready to kill the other.

* * *

"I'm not Iron Man. I'm…Mysterio!" Tony Stark waved his arms about. "My quirk is to make you see the unseen, and un-see what you see! Whooo!"

Peter walked towards Tony. He stuck the metal end of a pencil onto Tony's reactor. The metal gravitated towards the generator.

"Ah sh t." he mumbled.

Peter reeled back in shock. "It-it's really you! But how! Iron Man is supposed to be a fearless superhero always prepared for any situation! I m-mean, he's supposed to have style! Strength!" he pointed at Tony's chest, "some level of muscle in his body!"

"Look, kid, I know what this looks like, but you seriously can't tell anyone." Tony pleaded.

"O-of course sir! What if some villain found out about this! You'd be hunted constantly!"

Tony's face grew dark. "You're right, they would."

"But it's okay, right? The suit's powered by the Arc Reactor. It's not dependent on your body's strength. You should be able to suit up and hero again, right?"

Tony gave a weak smile. "That's…" he coughed, and blood dripped down his mouth. Peter squealed again. "What kid, you've never seen blood before?"

"No, sorry, just surprised to see someone like you like…this."

"I agree," Tony dusted himself off, "Anyway, as compensation for my signature, you don't tell anyone about this. I go finish my groceries, and…I'm gone." Tony began walking towards the door; Friday following him. "Friday, activate Mark 41 and…"

"Wait," Peter muttered. His eyes grew wide as Tony's hand gripped the door handle. "WAIT! If the Arc Reactors powered the suit, why did it break down?"

Tony sighed.

"Studies say talking releases built up stress and anxiety. Advice: Talk about said stresses and anxieties." Friday beeped.

"Sure," Tony slumped by the door. "Look, kid. The whole thing about the Arc Reactor is only partially true."

"W-what do you mean?"

"Kid, how much do you know about Vibranium?"

"Everything from the Wakanda-provided textbooks. Basically, the unique structure of the element's atoms, along with the strong but stable repulsion between electrons cause it to absorb and release energy rapidly, making it a highly impenetrable metal."

Tony nodded. "Smart kid. Now, there are conductors and transponder son the Iron Man suit made of Vibranium. This allows the suit to absorb and direct massive quantities of energy. Likewise, it's helpful in creating devices that can handle such power without burning out. "

"But you're suit is able to move. Vibranium is rigid."

Tony winked. "Exactly. In order to make it more malleable, I designed a device called VQM: 'Vibranium-specificed Quantam Manipulator. Using principles based of Antartic Vibranium properties, it makes Vibranium able to be more fluid, like clay. The device has to be powered by the Arc Reactor, though."

"So the suit's powered by?" Peter

"My quirk." Tony gazed at Manhattan. "The details are a secret, but the suit's designed to use my quirk as an energy source, which requires another technological marvel powered by the Arc-reactor in order to work. Alongside a variety of other tech and utilities, the Arc-reactor barely has any power left to power the suit. Before, I needed several of them to just power the VQM system. Thanks to Arc-reactor improvements and VQM mark VI, I only need one."

"Funny enough," he chuckled, "making the suit more efficient means I can only carry one Arc-reactor on-person. A single additional reactor would introduce hundreds of more technical wiring and energy requirements that would lead to an impractical armor design. One reactor's the limit. Problem is, one reactor can't power the whole suit. So if anything bad happens…" Tony gestured at his shrunken gut. "The suit falls apart." He coughed and held out his hands. Pieces of the suit flew into his palm. The nanites jumped from his palm and stored themselves inside his Arc-reactor.

Peter winced, "You are kind of…skinny."

"I wasn't always like this."

"What do you…" Peter gasped as Tony pulled his shirt aside, revealing a basketball-shaped dent in his stomach.

"I got this injury from a fight with a villain. Respiratory system's a wreck, and my stomach's shot. Luckily I decided to re-install the reactor next to my heart so I'm still alive. Still, Doctor Strange, Voodoo, Donald Blake…they couldn't fix this. Now, I can only do hero work for several hours a day. The rest of the time, I can't use the zeta suit without consequences, so I'm stuck like this."

"Which battle did you get that scar from? Elektra? Omega? Whiplash?"

"It wasn't any of them," Tony snapped. "He's been kept a secret. He's the type of villain that if he

ever became public…" Tony drifted off. Peter decided not to press him on the issue.

"But what about your old Mark 48 armor? Can't you still use that?"

Tony shook his head. "If I'm seen wearing that thing again, villains will think I've gotten soft. What, do you think I'm smiling behind that Iron mask? It's a guise I put up to make them think I'm impervious. Truth is, I'm terrified."

"Still, it's not like I can't show it, though. I'm the guy everyone depends on, right? Whether I'm up to it or not." Tony grunted as he got up. "On that note, I'm sorry I have to tell you this, but don't be a superhero."

Peter felt the words hit him like a jackhammer.

"Wh-hat?"

"Listen, you don't have any sort of superpowers. As ambitious as you are, determination won't give you the strength needed to handle all the villains we fight every day."

Peter backed away from Tony. "B-but I can still…" Suddenly, Tony snapped.

"Look at the facts kid!" He yelled, "A man in a 3-ton suit of armor just told you he's afraid. Afraid of the villains he fights every day! What do you got, huh? A billion dollar suit? A mutant-gene? Some secret family heirloom? No!" Tony waved his arms at the city. "Look at that! Millions of people will depend on you, and what will you do when they need you? When you can't even protect yourself?"

"I understand the…"

"Maybe you don't! I've seen friends butchered. Allies disabled, all for a battle that goes on until some f*cking idiot overpowers us with a single snap! Are you willing to sacrifice everything for others?"

"Ye-"

"Are you strong enough to do it?"

"Of co-"

"Physically? What would you do if your friend was stuck under a pile of rubble? Huh?" Tony shook his head. "Geez, kid. Have ambitions, but make sure they're manageable."

"O-of course" Peter stuttered. He stared at his feet. "You're right."

The anger in Tony's face faded. "Look. I'm sorry I had to be the one to tell you this. Me of all people. But…if it helps," Tony walked towards Peer and offered his hand, "You could still work at Stark Unlimited. Just…don't tell anyone there about my condition. Maybe you'll invent something that'll help you become a superhero, huh?"

Peter nodded, tears in his eyes. "Sure. That's all I'm good for, right? Just some nerd who's stuck with being a quirkless loser. Never able to be the greatest superhero. Like you." Peter's legs shook.

"Kid, don't…" Tony rubbed his temples. For once, the man of words was down to a few. "Look, I'm…I'm…" he struggled to find the words; knowing he had already said enough. Silently, Tony left Peter through the exit door. Behind him, a gold-and-black suit materialized out of invisibility mode.

"Friday," Tony whispered, "What was that kid's name?"  
"Peter Parker, sir. Orphan, lives with his aunt and uncle." Tony felt a chord struck in his chest.

"Put him on the 'deeply sorry' list."

"You don't have one sir."  
"Just humor me, Friday. Oh, and, while you're at it, what's the status on Kasady?"

"Kasady subject not found."

"What? I had him right in my," Tony's patted his pockets. Realization struck him. "Oh right. Why didn't you tell me this?"

"Container was dropped while flying with Peter. My systems prioritized his safety over Kasady. My systems have also been told to prioritize to ensure your mental stability is healthy. I think the death of a child isn't good for such a thing, especially in for emotional state. "

"I didn't…Pepper" Tony sighed. "Alright, with the container so far from the suit it'll be easy to break. I need all scanners pinpointed on Carnage's DNA."

An ear-piercing scream broke out, followed by a BOOM that erupted deep within the city.

"Never mind."

* * *

Peter watched Manhattan, pondering what Iron Man had said. Suddenly, a massive cloud of smoke rose out of the city.

"A villain!" Peter exclaimed, running to the exit, "I wonder what's going to…"

 _Don't be a superhero, kid_

Peter froze in place. He looked at the view of Manhattan again.

 _Millions of people will depend on you, and what will you do when they need you?_

 _When you can't even protect yourself?_

 _He's right._ Peter solemnly thought to himself. _What can I do?_

Peter glanced over the guardrail. From up here, the building seemed to stretch as it touched the ground. A long way down. One of his tears – still clinging to his chin – dropped.

Peter sighed and left the building.

* * *

China town was famous for its variety of spices, foods, and commodities that weren't found anywhere else in New York City. A young couple smiled as they passed an old women selling dumplings. Their hands reached inside their wallets. Suddenly, the building behind burst open. A humanoid monster covered in blood cackled as he foamed out of the hole. Attached to his chest, a young schoolboy was entrapped in his tendrils. His mouth broke free and he screamed for blood, but this only caused the monster to grow larger. With a deranged laugh, Carnage swiped at the nearby pedestrians: splattering them like flies on a windshield.

"Oh boy! I can't believe you make the very stuff I'm made outta! With you by my side, I'll take down Iron Man in a single punch!" Carnage laughed as he surged out of the alleyway towards a crowd of bystanders. Mr. Fantastic leapt in front of him and stretched himself into a barrier.

"Finally! A proper punching bag!" he gurgled as hundreds of tendrils stabbed Mr. Fantastic. The pain overwhelmed him, and Carnage managed to rip Mr. Fantastic off his foundations. He threw the stretched out body at Captain America. The two went flying besides Rocket and Groot.

"Dammit! Why do I gotta do everything by myself!" Rocket yells as he empties another round.

"I am Groot!"

"Fine. Why do we gotta do everything!"

"It's no use," Captain America spat out blood, "he's too big and too strong. Guns won't affect him, and he's got a hostage."

"Then call someone else ya dimwit! What're the Avengers doing now?"

Captain America (formerly known as Falcon) emptied his mind. "Red wing reports that they're rescuing survivors and doing damage control."  
"Who the hell is Red wing?"

"He's my pet bird."

"A bird? And you talk to him? What, you some kinda weird Birdman?"

"Are we seriously talking about this now? We have a rabid monster loose in the city!"

"Well, wait 'till he gets a load of this new chew toy! Bug-guy, now!"

"Ant's aren't even bugs!" Suddenly, a giant boom box appeared behind Carnage. Ant-man set the volume to max. The speakers wailed a high pitched sound. Carnage screamed in pain and surged towards the heroes. Groot's and Rocket's combined firepower pushed him back. Pinned between the two, Ant-man enlarged to the size of a giant and raised his arms to pommel Carnage.

"Wait!" Captain America pointed at Flash. "He's got a hostage!"

Ant-man hesitated. That was all it took for one of Carnage's tendrils to grab a gas stove and shove it into the man's chest. The force knocked him into the boom box; crushing it. Carnage laughed as his tendrils trickled into more stores: pulling out flammable kitchenware of all kind.

Tony - in his disguised - coughed his way towards the battle. The whole street was a burning inferno. Wasp was busy dodging Carnage tendrils and pulling victims to safety. Groot was on fire, standing next to Rocket and Captain America. Ant-man was unconscious on the ground. Worse, Carnage didn't look any worse for wear.

"I am Groot!" Groot pinched the last of the fire off his body.

"We ain't gonna make it, pal." Rocket faced Captain America. "Ready to die fighting Birdman?"

"I hate you to." He grinned. He faced the helpless crowd "Everyone get away while you have the chance! Stay safe!"

As the three charged at Carnage, Tony cussed to himself. "Sh*t! If I hadn't made such a rookie mistake this wouldn't have ever happened. Now I'm out of time and options."

"All I can do is watch."

* * *

Peter stared at the ground. He just had to walk straight, go right, and he could take the subway home. He'd use a subway map to figure out where he was. He couldn't be bothered to think right now.

Peter flinched when he heard a loud BOOM erupt in front of a crowd of bystanders. Curious, he ran to see what the commotion was.

It was horrible. Unconscious superheroes. Bleeding victims. A section of Boston set ablaze. Chaos. It was the battle Peter had seen from above. He must've been too distracted to notice he had been walking towards the battle instead of the subway. Subconsciously drawn to the fight, like a moth to a flame. A bright, burning street of flame.

 _I thought Iron Man trapped that freak!_ Peter gasped.

 _I must've made him drop it! It's all my fault!_

 _If I hadn't bothered him, people wouldn't be there right now. Suffering!  
I'm so sorry. Sorry I got everyone into this mess! Sorry I wanted to be a hero!_

 _I'm…I'm…_

Out of the smoke and fire, Peter saw Carnage emerge. Clutched inside his chest, Peter saw Flash struggle. Flash's quirk oozed out of his skin, only to be turned red and used by Carnage. Peter saw Flash's eyes. How they struggled to breathe. Peter had fainted after just a minute of Carnage's body-jacking. What about Flash?  
How much time did he have left?

Peter wasn't thinking anymore. All thoughts failed to reach his body as he jostled through the crowd of people. He burst onto the scene of the battle.

 _WHATTHEHECKAREMYLEGSDOING!_

 _ICAN'TSTOPMOVINGIGOTTASTOP!_

"Hey! What're you…" Peter ran past an injured Rocket and gunned straight for Carnage.

"Yes! Another weasel to put six feet under!" A red tendril shot out at Peter.

 _GOT TO THINK!_ Peter tried to remember his notes on Carnage. Strong, fast, but Carnage's main weakness was sound and…fire. Carnage was fighting in a street full of fire. A lot of things were flammable.

Peter leapt to the side. He dipped his bag into the fire and threw it at Carnage. Carnage yelped as the bag hit him and tried to bat it out. It wasn't enough, though. Peter ran deeper into the chaos, searching for something. Useless. He felt a tendril wrap around his legs and hoist him into the air.

"You know…you look familiar!" Carnage poked at Peter. "Guess I'll just have to do an autopsy to be sure!" One of Rocket's shot exploded in Carnage's face, and the monster flung Peter aside. "I'll play with you later!"

"DAMN YOU KID YOU'RE AN IDIOT!" Rocket screamed. "GET OVER HERE NOW!"

In front of Peter, the safety of Rocket and Captain America's suppressing fire would allow him to run away. Save himself. Peter prepared himself to run there, until he felt something around his ankle. It was Ant-man's prone body.

Near him, a crushed, giant-sized boom box. Specifically, one meant to output a high frequency of sound. If Peter could fix it. He looked at Carnage again. Distracted, and ready to pounce on the helpless crowd. He could barely see Flash through Carnage's body.

 _What are you going to do?_ Tony's voice echoed in Peter's head.

 _What will you do when they need you? When you can't even protect yourself._

 _I'll do what heroes do._ Tears in his eyes, Peter ran to the boom box. _Iron Man, I hope you're watching._ He ripped the control panel off it.

"Alright," he mumbled, "thank goodness for Aunt May's radio problems. Now, the dueling coils are functional. Batteries intact. Wiring seems good, except for the motherboard that's missing a few wires. Otherwise, one speaker is intact. I just need a…" Peter gaze fell on Ant-man. "Maybe!" He opened a compartment on Ant-man's waist and discovered several advance carbo-lithium wires. "So sorry sir!"

He (gently) ripped the components off and fiddled with the wires create a make-shift motherboard. Hands on the power button, he peered over the stereo. Carnage was too far away. He needed his attention.

Legs shaking, Peter stepped in front of the boom box. He grabbed a rock and, with all his might, threw it at Carnage. It made a small splash against Carnage's head.

Carnage laughed as he turned to face Peter.

"Are you serious?" Carnage said. Behind him, Peter saw Rocket and Captain America emptying multiple clips onto Carnage, while Groot furiously punched at the viscous body, but they barely seemed to faze him. Carnage's eyes stared at first in confusion, then he smiled.

"Hey, now I recognize you! You're that twerp I almost hijacked." Carnage crawled towards Peter. "That would've been a horrible body to live in!"

Peter's hands twitched. His fingers felt numb around the power button. _Closer._

"Thankfully Iron Man stopped me. Inside of you, I learnt about who you are. With a quirkless, helpless body like yours, I'm surprised you've lived this long!"

As Carnage got closer, Peter began to slowly lose feeling of his body. Bit by bit, Peter found it hard to move himself.

"I can't imagine the torture you've been through. The sad 20% of people who are too useless to do anything in the world, subject to the will of others. Unable to realize their true identities. Heroism, Villainy," Carnage smiled, "Chaos."

Carnage was only inches away from Peter. Peter couldn't move. Too…terrifying.

"I've been fickle on the decision, but I think killing you will be the best thing anyone's ever given you, you defenseless idiot!" Carnage jeered.

Peter's fear was replaced by anger. Blood finally flowed through his veins. He flicked the switch.

The speaker released an ear-piercing sound. Carnage cried as Peter leapt towards him. With both arms, he tried to pull Flash out.

"IDIOT!" Flash yelled. "GET AWAY FROM ME! I DON'T NEED YOUR HELP!"

"I'm sorry, Flash!" Peter cried, "when I saw you needed help, I…I came!" Peter grabbed Flash's shoulder. "C'mon c'mon!"

"USELESS" Flash and Carnage both screamed as they tossed him into the boom box. The impact finally broke the boom box and sent Peter crashing into the ground.

Peter groaned as he turned to face the monster. Carnage barreled towards him. Peter closed his eyes and screamed as Carnage was only meters away.

He heard a shift in the wind and the sound of Carnage hitting something heavy. He opened an eye. In front of him, Iron Man - fully suited up - held back the monster.

"All right jackass, your playtime's over." With a grunt, Iron Man grabbed Flash and ripped him out of Carnage's stomach.

"No!" Carnage yelled. He reached for Flash, but Iron Man threw him back.

"Parameters confirmed. Bystanders behind suit, and no non-hostile lifeforms ahead. Heavy attack authorized."

"DIE!" Carnage yelled. As he charged at Iron Man, the metal giant's arms began to glow a brilliant blue.

"Hey Peter," Iron Man aimed his arm at Carnage. "Thanks for the push. Enjoy the fireworks!" Lightning began to flicker around his palm. "Pulsar Release!"

A powerful blast of pure energy fired out of Iron Man's palm. The blast barreled into Carnage's chest. The energy infected him like a virus. Blue veins spread throughout Carnage's body.

"Not again!" The energy consumed Carnage and he exploded into a fantastic BOOM of burning goo. The shockwave sent wind racing across the city, extinguishing the fire and knocked people of their feet. Carnage was defeated. The crowd hung in silence.

A moment later, it began to rain. "Huh," Iron Man brushed the dust off him. "Ash from the blast must've caused some condensation. Instant cloud seeding. I should take some notes on that." The crowd began to cheer.

"Iron Man, heck yeah!"

"Sign my chest!"

"WOOOHOO!"

As the people cheered Iron Man, Peter stared at Iron Man.

In his giant battle suit, it was hard to relate him to the skeleton of a man he actually was. But, as Peter squinted at Iron Man, he noticed something.

His faceplate was opened, slightly, to allow Tony's mouth to be shown. He was taking deep, tired breathes.

 _So you really are human_ Peter sadly smiled.

* * *

Peter sat on the edge of an ambulance. Never in his life did he think he'd be involved in not one, but three superhero fights.

After the fight, the pieces of Carnage were collected and packaged for transport; ready to send him to a place where freedom was a distant dream. Iron Man helped with the cleanup. And the news reporter. They feverishly pestered Iron Man. One man shouted that he was a menace. Others asked him what he was doing here. Peter remembered what he'd said.

 _Thanks for the push!_

He'd have to ask the amazing superhero later.

Speaking about superheroes…

"You were a bloody idiot!" Rocket slapped Peter across the jaw.

"Calm down Rocket." Captain America said.

"Calm down. CALM DOWN!" Rocket slapped him again. "THIS KID ALMOST GOT HIMSELF MURDERED BY A PSYCHOPATH WITH THE UNIVERSE'S BEST KILLING MACHINE! WE'RE SUPPOSED TO TAKE HIM DOWN. YOU ARE SUPPOSED TO NOT DIE!"

"I am Groot!" Groot tried to slap Peter, but instead politely brushed him. Then he just patted the 'bruised' spot.

"WHAT HE SAID!"

Peter laughed at Rocket. He was too busy being glad he was alive. Not only had he avoided being impaled, but everyone involved the incident was alive. Aside from life-long scars and multiple hospitalizations, Carnage had apparently tried to infect the heavily injured victims with his symbiote. To create an army of Carnage. Thanks to Iron Man, though, the concentration of Carnage's biomass in victims was small, and it only took a crate of Ant-Symbiote serum to cure everyone.

Everyone except Flash. His quirk, now clear of Carnage's grasp, had naturally cleared the monster's remains from Flash's body. Multiple heroes congratulated Flash on not only his recovery, but the resilience he showed against Carnage. How he'd be a 'great hero some day'

During this, Peter noticed Flash stare at Iron Man. Then Flash glared at him. Slowly, he mouthed the words the Peter.

Useless.

Rocket slapped Peter again, "DO YOU HEAR ME!"

"I think he got the message," Captain America dragged Rocket away. Rocket hissed and clawed at Peter like a rabid raccoon.

"YOU'D BETTER LEARN YOUR LESSON!" Peter watched the three – including Groot – walk away.

Just as he thought he was in the clear, he heard somebody talking to one of the on-site nurses.

"Is he okay?"

"Yes. The antidote has cleared any traces of Carnage in his system. You won't wake up to find you've been impaled by an alien."

"I'm asking if he's okay, mentally!"

The nurse paused. "No apparent trauma. He's perfectly fine."

Relieved, Uncle Ben ran towards Peter. He covered Peter in a rib-breaking hug.

"Ohmygoshyou'realive" Uncle Ben cried.

"Notforlongifyoukeepthisup!" Peter screamed. Uncle Ben squeezed tighter.

"You deserve this, after what you've put me and May through. We're going home right now."

"B-but"

" _Now._ " With a sigh, Peter left with Uncle Ben. He took one last look at Iron Man. He was being…him. At least what the media identified as him. Telling jokes, making witty remarks. All while hiding behind an Iron Mask.

 _I guess we all have problems of our own,_ Peter thought, _becoming a superhero doesn't change any of that._


	3. Chapter 3

**Author's note: Sorry It took an extra week to upload. This particular chapter was hard to write. I accept any complaints that it should've been written differently. Also, the next chapter should come out quicker. And is probably more fun.**

 **Also, if you review as a guest I cannot reply. Just as a note.**

* * *

Peter sulked as Uncle Ben walked him down the street. No matter how Peter pleaded, Uncle Ben refused to take any other route home.

Even if Flash Thompson lived along this route. Hopefully, with their head start Peter could avoid crossing paths with him. Especially today. The way he had glared at Peter still sent shivers down his spine.

He jumped as a carhorn blared behind them. A run-down cheverlot screamed past them. It took a sudden sharp stop. The driver – a man with a mop for hair – lumbered out.

Flash Thompson was in the shotgun of the threadbare car.

"Hey, Ben!" The driver slurred.

Peter recognized the man as Flash's dad.

"Hi, Harrison." Uncle Ben's grip on Peter tightened.

"What're you doing today? Taking your kid t' yur retirement home?" He brayed, his voice disfigured by his runny nose.

"Very funny, are you drunk again?"

"What's it to you?" He burped.

Uncle Ben shrugged. "Just asking. For old time's sake."

The man grinned. "You and your old times. We should catch up."

"I'm busy."

Harrison's grin disappeared. He sighed. "Look, Ben, my kid want's to talk to your kid, so let's just both spare the bull. I want to go home early today. Not feelin…feeling…" Harrison sneezed.

Uncle Ben turned to Peter. Peter's gazed was transfixed on Flash. He had a murderous glare in his eyes as he turned his fist into a boxing glove. Uncle Ben turned back to Harrison.

"Sorry. Like I said, I'm busy."

Harrison shrugged and went to his car. Flash reared his head out of the window.

"I didn't…I DIDN'T NEED HELP FROM A LOSER LIKE YOU! I COULD'VE HANDELED IT!" Flash screamed. Harrison pulled Flash by the shirt.

"Shut up" he muttered, and the car went screeching down the road.

"Say, wasn't that Eugene Thompson?"

"Yes." Peter breathed a sigh of relief.

"Huh," Uncle Ben scratched his head, "You two used to be friends before. You even showed him Richard's arachnid tank. I forgot that he was Harrison's son. Still, ever thought of rekindling that bond?" he joked.

"The only thing he'll light on fire is my butt." The two laughed. They walked in silence for a while.  
"Can I ask you a question Uncle Ben?"

"Sure, what is it?"

Peter took in a deep breathe. "How did you stay so calm when you talked to Mr. Harrison? Weren't you, unnerved?"

"Of course. But you can't let them see it. People like him just want to see you react. You have to at least look confidant, then they'll drop their act. "

"That makes sense."

Uncle Ben rubbed Peter on the head. "'course it does. I said it." He joked.

 _In a way, Iron Man's similar. They both put up an image to intimate others..._ Realization struck him. _Iron Man! I never got to apologize for everything I did! I hope he's okay…_

As the two came to a corner, a loud BOOM erupted from the right. Uncle Ben grabbed Peter's shoulder.

"What the he-"A massive red blur slid before them. Iron Man had appeared.

"Hi there Ki-," Iron Man noticed Uncle Ben. "There's two of you?"

"Affirmative: Two life signs identified."

"A bit late Friday…" Iron Man muttered. Suddenly, his suit began emitting large clouds of steam. His suit crumbled apart. Peter screamed in shock while Uncle Ben sized up the scrawny Tony Stark.

"Huh. And I thought my back was killin' me."

"Ha ha, very funny," Tony rubbed his temple. "Look, I need you to you also keep this a secret. I can't have…"

Uncle Ben held up his hand. "No explanation needed. I know the drill."

"Thanks. Now, to business." Tony Stark pointed at Peter. "I came to talk to him."

"M-me?" Every in Peter's body tensed up.

"Yes. We need to talk about what happened today."

"No need. I've already talked to him. He won't be running into anymore blood-crazed maniacs."

"That's the thing." Tony began. "Heroes are infamous for running into danger, regardless of the consequences to themselves. They do whatever it takes to save the lives of others while also being strategic. Without a quirk, skill, or anything really, Peter ran in there, ready to help that kid out."

Peter blushed, "It was nothing…"  
Tony nodded. "It could've been nothing. You could've become a burden on the other heroes." Peter's head dropped."

"On the other hand, while everyone stood aside, you risked it all. For that, I think you'd be great for MA."

Peter's ear's perked up. "R-really?" Uncle Ben pulled Peter closer.

"Now look here. If you're planning on pumping some confounded drug into my kid…"

"It's not a drug. And it's nowhere near dangerous…if you're physically ready. I can only tell you I did it myself, I am… _was_ perfectly fine, but I can't tell you more until you're ready."

"Ready for what?"

"To accept the responsibilities of a superhero. To fulfill your dream. I won't force this on you, but you need to make your decision now."

"Now!?"

"Now. Communications are risky, and time is precious. So tell me," Tony held out his hand, "are you ready to become a superhero?"

Peter's heart jumped at the opportunity. He reached out his hand…

 _He finally knows his place in the world_

 _The whole classed laughed at him_

 _What're you going to do when lives are on the line?  
_

Peter pulled his hand back. "What if I can't handle it?" Peter whispered. "What if I'm just…not ready?"

Before Tony could speak, Uncle Ben pulled Peter aside. "Peter, look at me. How old are you?"

"14"

"How long have you wanted this?"

"For my whole life."

"When do you think you'll ever get another chance?" Peter was silent.

"Never."

"You're a smart boy, Peter, do the math. I know you're scared at what's to come, but I know you can handle it."

"But Uncle Ben, what if I can't get into MA for free?"  
"Bah, it's fine. Old people like me have survived on worse things than expired milk. It's you me an' Aunt May are really worried about." Uncle Ben collected himself. "Look, Peter, I know the responsibilities are immeasurable, and the road ahead uncertain. But I know you're a responsible boy."

"And, I think I should say this now." Ben took a deep breathe. "Remember all those years ago? When the doctor scanned you? It really was my fault. When you needed my motivation the most, I acted as if you'd never become a superhero." The two looked at each other. Tears began running down Uncle Ben's face. "I didn't see the strength in you. The determination to do whatever it took to reach your dreams. Peter…I know this is your choice. But I can't let you make this decision without knowing…" Uncle Ben hugged Peter.

"Without knowing that I believe in you."

Peter's eye's swelled up with tears. His heart felt like it would shatter into a million pieces. _That's all I wanted someone to say. To think that despite everything, I could become something great. A superhero._

Tony was silent as the two cried in each other ears. He coughed.

"I'll take that as a yes." Tony stared at Friday. "Are you sure, absolutely _certain_ that there aren't any nearby life signs?"

"My scanners had difficulty tracking anything while you moved at Mach speeds. Motionless, they are at 100% efficiency." Friday scanned her surroundings. "Affirmative. No one here."

"Good. Now listen up." Friday's flying orb printed a map. Tony gave it to Peter. "You'll have to meet me at this location right here."

"I'll tell you why later. For now, it's time you learned the nature of my quirk." Peter and Uncle Ben wiped the tears from their eyes. "You see, my quirk is nothing natural." Tony held up his hand. A bright light began emanating out of it. "My quirk is called 'One For All.' It is a quirk passed down from one person to another, stockpiling power in the process. Because of this, I can bestow this power upon you." Peter looked at Tony.

"W-what?"

Tony smiled. "Yes, Peter. You're getting a quirk."

* * *

The cold breeze stretched its way across the street as the sun lazily rose over the horizon. In this part of the city, the infamous cries and bells of New York were silenced. On a blissful day like this, people rested on their beds; ready to relax. Almost everyone.

"C'mon Peter, pick it up!" Uncle Ben cried. Besides him, Peter - wearing a jacket and baggy sweatpants – panted as he jogged towards Tony's location.

"E..Easy for y….you to say!" Peter stopped to catch his breathe. Uncle Ben parked the car beside Peter. "Why do you get to drive the whole way there? Why am I even running there?"

Uncle Ben laughed. "Just be glad I drove you a kilometer-close. Besides, you need to get into shape! I think I know what Tony's going to make you do."

"He'll make me exercise?" Peter struggled to breathe. The fact that Uncle Ben's school tracksuit was several sizes bigger than him was reason enough as to why Peter was concerned. "But I thought I'd get his quirk!"

Uncle Ben snorted. "Nothing in life's that easy, Peter. Plus, The place we're goin' looked familiar."

The two arrived at Tony's location. It wasn't some state-of-the-art fitness gym, or a glorious lab. It was an old run-down boxing club. The sign, "School of Hard Box" hung by a single edge. Uncle Ben gave a sad smile. "I knew it. I used to come here all the time when I was younger."  
"Really?"

"How could I forget? I got my first girlfriend, my first kiss, and my first black-eye here. What a night!" The door creaked as Uncle Ben pushed it. "Let's see what else's in here."

There were several floors to the building. The first floor was the reception area. Foldable chairs were littered around the place. At the reception desk, a Pepper-haired women typed on an old Macintosh XL. She gave them a warm smile.

"Hi there." She shook Uncle Ben's hand. "You're Peter and Ben Parker, correct?"

Uncle Ben frowned. "And…you are…"

"Virginia Potts. You can call me Pepper. Friday's updating her systems, so I'm temporarily taking her place."

"As a secretary?" Peter asked.

Pepper held up her arm. A robotic hand encased it. Her palm pulsed with energy.

"As his defense system."

 _NAME: Virginia 'Pepper' Potts._

 _HERO NAME: Rescue_

 _QUIRK: MAGNETIC PRODUCTION_

 _She is to generate a magnetic field around her body. In contrast to the mutant Magneto, she can only generate one, and is only combat-useable if given more energy, hence the generator in her chest. She uses an Iron-man suit given to her by billionaire Tony Stark. Her ability to utilize dangerous weapons was allowed by Stark Unlimited lawyers and the government._

"Mr. Stark should be upstairs. I'll make sure to re-program the building's door's to private.

Peter nodded and began climbing the staircase. "Thanks for your help. C'mon Uncle Ben."

"Ahh, I'll go home. Can't have Aunt May be all alone. Besides," Uncle Ben winked, "I don't wanna interrupt your meeting with the Tony fella."

The realization of what Peter was doing finally struck him. He felt his knees go weak. "Got it," he stammered.

Peter entered the next room. Around him, the wall plaster had peeled off in places, exposing bare clay bricks. At the center of the gym was a boxing ring. Multiple weights and exercise equipment were scattered around it.

"Kind of shabby, I know. But it's the only way to keep things low-profile." Tony said. He sat on a bench near the far end of the room. He wore an old Model-42 suit. He saw Peter and gave a friendly wave as he walked towards him.

"Glad you could make it." Tony held out his hand.  
Peter frantically shook it. "Yes Iron…I mean Tony... I mean sir!"

"Kid, drop all the formalities. It doesn't stop making you look like a nerd."  
"Yes Mr. Stark!"

Tony rubbed his face. "God, this is going to test me. Okay, before I say anything, do you have any questions at all?"

Peter's mind was racing with all kinds of questions. The nature of Tony's abilities, why they were in a boxing arena. He took a deep breathe to empty his mind. To figure out the most important question to ask. He slowly opened his mouth to sp…

"Why are you wearing that suit?" Peter blurted, "I mean I know it's to camoflauge yourselfbut whydidn'tyouuseitwhenchasingCarnageorjustuseitwhile invisibl…"

Tony grabbed Peter's mouth. He sighed. "You're really bad at talking, you know that?"  
"My Aunt May said I have social issues,"

Tony sighed. "Look, how about I explain everything from the very beginning and see if you have any questions left." Peter nodded his head.

"Alright." Tony began. "When I was around your age, my brilliant mind got me into MA. There, I did exceptionally well…except I found the villains we faced could surpass the limits of my suits. I tried making better Iron Man suits…"

"Like the hulkbuster!" Peter cried. Tony glared at him. "Sorry Mr. Stark."

"You're right, though. Still, every Iron Man suit had flaws. It was after I graduated UA and began Stark industries that a friend approached me on a unique offer. The possession of One For All."

"Just like that? Why?"  
"Well, One For All stockpiles energy as it's passed from person to person. This energy can be used by the wielder, but the energy is so great that if their physique isn't strong enough, they could hurt, worse, kill themselves." Peter remembered at the gym equipment around him.

"So that's what that's for." Peter gulped. "It's…okay, right? I mean, I saw you on TV before you had your accident. You didn't look that strong."

"True, if you don't count the several nanobot colonies and drugs in my system." Peter's eyes widened. "Even then my suit has to manually extract the energy from my body to use 100% of One For All. But that's not our goal yet." Tony coughed as he went to grab a punching bag.

 _So the suit's like his walking stick,_ Peter thought. _It's like he's already in a coffin. Yet he still has to do so much._

Tony hoisted the punching bag onto a rack. "Okay, you see this thing here? Punch it."

"What?"

"C'mon, do it." Reluctantly, Peter tapped the bag with his knuckles. "What the hell was that?"

"Sorry! I've never punched before, I…I don't want my fists to hurt."

Tony sighed and held out his right arm. His frail arm ejected out of the metal suit and punched the bag. It fell down with a satisfying THUMP. "Oh."

Tony pointed at a metal brace on the bag. "You see this thing? It's a kinetic clamp, my design. It's designed to release itself from the rack when a pre-set force requirement is met." Tony set the clamp to 2500 Newtons. "There are several of these bags, each with different weights and hardness. MA starts in 10 months. Our goal is to make you get through all the punching bags, under 5 minutes, and before the start of MA."

Peter gasped. "But that's impossible!"

Tony nodded. "True, but you'll have to do it anyway. What do you think they say about heroic feats? Doing the impossible is the only way superheros ever win." Tony walked over to the heaviest punching bag. He stepped out of his suit and began punching it.

"You, have, to, push yourself!" Tony grunted. His fists unrelenting. "Even with all the tech I had I still had to train like hell to get here." As Tony kept punching, Peter noticed his arms begin to glow. Bright blue energy flowed through his body, though his suit wasn't on. "With time, you'll body will be able to handle an adequate amount of One For All. With practice, you'll be able to focus your power into the exact amount you need," Tony yelled as he drew back his arm, "and use it!" Tony's fist slammed into the bag. Though Tony wasn't using 100% of his quirk it still went flying across the room. He coughed as he wiped the blood from his mouth.

"That felt good." He muttered. "Rhode's was right." Tony grinned at a petrified Peter. "So, are you up for it?"

* * *

They trained three days a week. To use One for All, Peter had to strengthen every muscle in his body. Tony, with health-calculations of Friday, gave Peter the workout. Pushups, plank, running, lifting, and deadlifts. Each more painful than the last. Tony also taught Peter how to properly fight. There were even times when Uncle Ben would come and help out a bit. Nevertheless, after every practice Tony asked Peter to try and knock down the punching bags. Peter calculated that there were five of these bags. Tony gave him five minutes to knock down all of them. He failed to knock down one at the end of the second week.

"I..I can't!' Peter panted. The clamp read "250 N"

"It's a process, Peter, you'll do better next time." Tony said. Next to him, Uncle Ben shook his head.

"Peter, get up and try again!" He dragged Peter onto his feet. "Do you think the entrance exam'll go easy on you? No! You've got to push it! Hit it again, I want to see that thing fall down!"

Peter cried and punched the bag again. After several minutes, though he hadn't knocked it down, the clamp now read "255N". Uncle Ben bear-hugged Peter. "That's what I'm talking about!"

For the next 10 months, Peter would endure this intense training. At times, Uncle Ben would come and 'help' Peter with his workout (if making Peter's knuckles bleed was helping,). At other times Tony would make him run around Manhattan. During one of these runs Peter came across a junkyard full of trash. Isolated and deserted, Peter was curious.

"Hey, Ir-I mean, sir, why can't we exercise there?" Peter pointed at the junkyard.

Tony snorted. "The weights wouldn't be at a consistent, and the place's too exposing. And smelly. Only someone desperate would train there. Now keep running! I don't want your old man complaining again."

Slowly, Peter began to notice a difference. After two months Peter was ecstatic when the first punching bag fell. His muscles began to become defined, and the training felt natural. He would eat like a pig, and sleep like a bear. The training did make it harder to stay awake and focused in school, but it wasn't nothing Aunt May ear-bursting warnings didn't fix.

Interestingly, Uncle Ben told Peter not to tell Aunt May about All For One. Just that he was receiving extra training for MA

"She's worried enough that you're enrolling for such a dangerous job. Her old heart'll burst if you put yourself into such a dangerous position with all that power."

"What about you?" Peter had asked him.  
"I'm too old and lived through too much to worry about myself anymore. It's my duty to make sure you grow up to your dream." Uncle Ben's voice dropped. "As it was Richard's."

Months flew by as Peter trained as hard as he could. Despite this, it felt like only weeks had passed before the entrance exams were only a week away. Peter hadn't finished the training's goal yet, but Friday said that his strength was 'adequate' enough. Now, he only had to rest the week until the exams.

It was a surprise when he got the invitation.

Peter was feeding his Einstein - a spider in his spider cage - when Aunt May knocked on his door.

"Peter? You have mail."

"What?" Aunt May handed him a small white envelope. He read the print.

MIDTOWN MIDDLE SCHOOL FAREWELL PARTY

WHERE: 10th street, Opal Avenue

WHEN: April 1st 18:00

 _This party…it's at Flash's house,_ Peter thought. "Aunt May? Do you know who sent this?"

Aunt May shrugged. "No clue. The mailman said whoever gave him it wanted to stay anonymous. Maybe's a secret love interest?"

"Sure," Peter examined the envelope for clues. He could only find a single group photo of his last class in middle school alongside the envelope. He checked the time. "I guess I'm going."

* * *

Peter stood outside Flash's house. Compared to Flash's car the house looked fine. It was a two story wooden house. Painted blue, it was further decorated by multicolored lights that streamed out of the windows. The front porch was littered with chattering to-be-freshmen. Besides him, he felt Uncle Ben massage his shoulder.

"Easy there, hero, It's just one guy outta many."

"I haven't been here in a while." Peter took a tentative step forward. "Maybe I shouldn't go inside. I mean, it's not like anyone I know is in there."

"Aw c'mon Peter! It's everyone Midtown Middle School. There's probably someone you know."

Peter shook his head. As he did so, he noticed a small blinding flash come from within. A camera. Holding it, a familiar girl….

"What?" Peter ran into the house, leaving Uncle Ben behind. He jostled through the crowd of people until he finally reached the girl. "MJ?"

Mary Jane had an old Nokia camera strapped around her neck. Despite the informalities of the party, she wore a stunning leather jacket complimented by belt-buckled jeans. She wrapped Peter in a hug.

"You made it Peter!" she yelled.

"You…sent…ribs crushed!" Peter yelped. Mary Jane squeezed harder.

"It's so good to see you! It's been like, what, a year?" she let go of Peter. "I was afraid Flash would scare you off, so I sent you a personal invite. Sorry if I had to lie."

"It's fine. I would've come anyway if I had known you were here." Peter smiled at MJ. "Moving schools hasn't changed you MJ."

"It has. For the better. Look!" MJ closed her eyes. Suddenly, they shuttered like a camera lens and flashed.

"They had a quirk elective program. I can use my quirk with flash now!

NAME: Mary Jane Watson

QUIRK: Photographic

Her eyes are like a camera lens, able to take pictures and store them inside her brain. She can even upload these pictures via plugging her finger into a USB port! (Don't wonder how it fits in).

"So you still working to become a journalist?" Peter asked.

"Of course I am!" She pulled Peter to her side. "Just picture it. In front of the action, reporting news people around the world will be watching. Being respected."

He imagined hundreds of beady eyes staring at him. Judging him. Peter shuddered. "That sounds terrifying."  
"Not as terrifying as being a hero. Say, what school did you apply for?"

Peter blushed. "MA." MJ immediately wrapped Peter in another hug.

"That's so great! Hope you get in!"

"Thanks. Have you heard anything from Harry? "MJ shook her head.

"No. Why are you asking me this, you go to the same school, right?"

Peter shook his head. "Not after he had some falling out with his father at the beginning of the year. I haven't seen him since."

MJ sighed. "Poor him. His father always wants to put him down, and Harry's always trying to make him happy. I hope he's okay."

"Agreed." The two fell silent.

"So…want to enjoy the party?"

"Sur-wait! I have to do something quick." Peter ran to the front door to tell Uncle Ben goodbye. When he opened the door, he saw Uncle Ben talking with Mr. Thompson. He wore jogger pants and a T-shirt that read 'I'm RAD-ium.' Apparently, he'd been running. Uncle Ben noticed Peter and gave him a friendly wave. Confused, Peter went back into the house.

Peter was not the life of the party. While he did have other friends, MJ was the only one present. He remembered a lab partner he had once, a girl called Gwen Stacy. She hadn't come to the party. This left Peter to his ultimate move; loiter around the punch bowl with MJ until people noticed them.

Peter spent most of the party there while MJ went around hugging old friends.

When they were together, they both shared stories of adventures they had. MJ told Peter how she had put her journalist skills to the test and managed to get Daily Bugle-quality shots of Captain Marvel in action. Peter told her how he was actually in a superhero battle.

"What were you doing there, fighting? With those muscles!" She laughed and squeezed Peter's biceps. His notably improved biceps. "Wow. You've gotten thick boy."

The two burst into laughter. Despite the dubstep that blared around them, the pounding of students as they ran around the house, Peter felt like they were in a place all alone. An undisturbed island in the middle of a tumultuous sea. Only interrupted when he felt a looming wave. Peter turned around. Flash glared at him.

"What're you doing here?" Flash snarled.  
"I-"

"I asked him to come," MJ interrupted. "Unless this isn't the 'Midtown Middle School' party the invitation's promised."

"Whatever," Flash scoffed. Me and my friends are leaving,"

"Leaving your own party?" Peter asked.

"It's not 'my' party, idiot. Midtown gym was busy with a basketball match. They needed somewhere to put the party. I'd never invite a bunch of losers like you."

"Just don't mess up my house idiot." As Flash walked away, Peter felt something in his stomach boil. Something, angry.

"Don't mess things up," Peter blurted, "just like you and Carnage?" Flash glared at Peter.

"I had that in the bag, glass-eyes. Don't think I needed your help!"

Peter should've stopped, but he didn't. "Sure, like destroying a part of the city was part of your plan."

Flash slammed Peter against the wall. "SHUT UP!"

"Let him go Flash!" MJ yelled.

"Keep it down, MJ. This is between me and Bug boy."  
"Arachnid."

"What?"  
"Arachnid's aren't related to bugs at all," Peter spat. "If you're going to insult me, at least do it right!" With that, Peter punched Flash in the face. MJ gasped as Flash reeled back from the punch.

"So you want to fight, huh?" Flash wiped his nose. No blood, only anger. His fists turned into boxing gloves. He motioned to attack, but then he looked around him. "Later. After the MA exams."

 _A fight, with Flash?_ Peter sweated regret. _How could I fight him?_

Peter remembered the MA exams. How far away they were, and what he would be getting that day.

One For All.

Peter grinned. "Sure thing Flash."

"Fine. Near Midtown School, right after the exams." As Flash walked away, he called over his shoulder. "You better be there Peter!"

 _Oh I will,_ Peter smiled, rubbing his hands in anticipation. MJ tapped him on the shoulder. "What?"

"Did you hit your head or something? You just challenged Flash Thompson to a fight."

"I'll be fine, don't sweat it." Peter checked his phone. "My Uncle's about to pick me up. Sorry I can't stay longer."

"It's okay. If you manage to get into MA you can bet you're a-I mean butt I'll be there for a scoop on Earth's newest line of heroes!"

"You so sure I'll get into MA?"

"I know you'll figure out a way. And just to prove it…" MJ pulled out her phone. "I'll use this as evidence."

The two huddled together for a BFF selfie.

* * *

As Peter waited outside the house, he heard shouting's behind him. A Two men with ski masks were running from a pair of cops.

"Stop!" They panted. The two men kept running, each tinkering with a device in their hands. Distracted, he didn't notice Peter ahead of him. Noticing this, Peter dived to stop one of the crooks. He had a crooked nose. His grasp slipped, and the crook stumbled.

That was all it took. The cops dived on the distracted man and hand-cuffed him, causing him to drop his disc-thing. The man – drenched in sweat - yelped and picked up the second device. Before the police could act, the man suddenly disappeared. The policemen cursed as they heaved their prize away; disappointed at their failure.

"Damn it Isaac you bi-"

"Cut it. There's a kid nearby." He looked at Peter. "Thanks. Now, all units, get all scanners on that other thief. Thing he stole must put out some kind of signal." Peter watched as the policeman bickered on the radio.

Suddenly, he felt a hand clamp on his shoulder.

"We need to talk."

* * *

Peter and Uncle Ben rode in awkward silence. Building's resembling sleepy fireflies stretched around them as the midnight hour approached. The streets were empty of the sounds of cars. Silence.

Uncle Ben sighed. "So. How was the party?"

"Good."

"Any friends?"

"MJ was there."

"What did you talk about?"

"Whatever we could talk about."

"Anything interesting?"

"A guy tried to eat a spider."

"Anything else?"

"Loud music and endless soda. What are you trying to get at Uncle Ben?"

"Who, me? I'm just being your friendly neighborhood Benny." Ben chuckled. "You always laughed at that as a baby."

Peter playfully punched Uncle Ben. "It was the costume you always wore that made me laugh!"

"What's wrong with tight red spandex?" Uncle Ben's voice deepened, "I thought I looked quite dashing at the time, saving the day and all that!"

The two laughed. "But on that topic…" Uncle Ben parked the car beside a convenience store. "I need to ask you something."  
"Yes?"

Uncle Ben took a deep breathe. "If you ever got superpowers, right now, would you use them for something, mischevious?"

"Like?"

"Like, I don't know, pranking somebody. Getting on TV shows. Et cetera?"

Peter thought for a second. "Plenty. Getting to school faster, cheating P.E…"

"Okay. But tell me Peter, when you get One For All _what_ are you going to do with it?"

Peter's heart became heavy. "Well, I'd pass the MA entrance exams…"

"And," Uncle Ben's eye's stared at Peter's shoulder..

"I'd go train and become a superhero…"  
"And," Uncle Ben eyes traveled up Peter's neck.

Peter felt the car grow hotter. "I'd strive to become an amazing superhero that would make my parent's proud."  
Uncle Ben's eyes gazed into Peter's. All-knowing.

"And?" Ben politely asked.

"And I'd use them to get revenge against Flash," Peter blurted. He slouched in his seat - exhausted. "How did you know?"  
Uncle Ben patted him on the back. "Old man intuition mixed with military training makes for a hell of a combo. I'd knew you'd do something like this."

"But he started it!"

"I know that. Still, no matter the reason, abusing power like that isn't right. Peter, there's something I should've told you." Uncle Ben took a deep breathe. "Damn I should've kept that script. Okay, listen. People can get great powers. Dangerous one's, at that. But it isn't the abilities they possess that make them dangerous. It's how the person wielding them uses it. To my understanding, heroes should have the understanding to know this, otherwise they're no different than the villains."

"What I'm trying to say is, with great power, comes great responsibility." Peter's eyes shied away from Uncle Ben. "I know it sounds heavy, and a bit…cheesy? But it's the truth. If you're going to receive One For All, you should understand that with it come's a responsibility to use it wisely."

"That sounds...wise."

"Not cringy?" Uncle Ben asked. "I got that from my dad before I joined the army. I tell you, he had a beard longer than Moses. Same for his heart." Uncle Ben hugged Peter. "I hope you grow up to be just like him. Now let's go home, all this talk's making me hungry." Uncle Ben's hands reached for the keys. Suddenly, he heard a scream come from inside the store. "Wait in here Peter."

"Uncle Ben-what?" Uncle Ben locked the car and ran inside. "What's going on?" Peter pounded on the door. "Open the car!"

Uncle Ben waved at Peter. "Can't let you get hurt. Hide!" As Peter protested, Benjamin Parker slowly crept into the store.

Peter shook the car door. "Come one come on. Wait!" Peter ripped of his seatbelt and crawled to the front door. It opened. Relieved, Peter ran into the convenience store.

His hands were on the door when he heard the gunshot. Through the window he could see a figure fall down. Frantically, Peter ran in.

"You shot him you f#cking idiot!"

"I-I didn't know. It's…It's you that forgot to charge your… your invisble thing!"

"But I didn't bloody shoot him!"

Peter ran past them and saw Uncle Ben. Lying on the ground.

Surrounded in blood.

Two men. One with a familiar crooked nose.

The clerk of the store peered over the counter; ear on the phone.

The men noticed Peter's face welling up with tears. They noticed the clerk with the phone

"Aw sh*t. We're out of here Isaac!" They yelled something else at the clerk, but Peter couldn't hear them. He cradled Uncle Ben's dying arms.

Despite the circumstances, Uncle Ben was smiling.

"Aw, didn't expect him to. Well. Shoot." He coughed.

"It's…it's okay. An Ambulance will come. It has to!"

"Not fast enough. Look. Peter. If it's happening today I want to let you know."

"Yes?" Peter pleaded. Uncle Ben's voice came as a whisper. He put his ears closer to Uncle Ben.

"Just know that whatever you do, I know you'll make me proud." With that, Uncle Ben's eyes closed against the rain that was Peter's tears.

* * *

I _saac Gates and Dennis Caradine were two criminals who had stumbled upon the house of an entrepreneur who wishes to remain anonymous. Lucky for them, he had just moved in. They stole some camouflage discs before using them to avoid the police. They committed a series of small-time robberies. Caradine's disc and Gate's disc were almost completely empty during a heist, resulting in a botched robbery. Caradine was caught by the police while Gates combined the disc's remaining power to evade capture._

 _Our reports say that Gates was later reported to have rescued Caradine by knocking the two out while they were driving._

 _"He appeared out of thin air," said one of the policemen. "One moment, I looked back. The next, I see a grown man trying to pick the lock. Carradine's fist is the last thing I remember." They stole the policemen's guns._

 _They were last seen running into a convenience store, possibly desperate to recharge their devices. Sanjay, a clerk at the store, reports that he saw the two fussing over the battery aisle before threatening him for his phone charger. In an act of intimidation, one of the men shot all the store's cameras. No viable video footage has been found. He then said he saw an old man, now identified as Benjamin Parker, trying to talk to the burglars._

 _"He was so calm, so relaxing." Sanjay told the Daily Bugle, "He told them 'there's no need for this. You probably have more money than that guy there. You can get through this without violence.' He was so brave. I ducked, thinking he would get shot. At first, I heard nothing. Then…" Sanjay's voice trailed. "Then I heard his kid."_

 _Police say they are deeply sorry for Benjamin's Parker's death. They say he was a hero for risking his life. His funeral begins a week from his tragic death, provided by the police department as their sincere apologies._

 _Thank you for listening in on the Daily Bugle podcast. We wish you a happy morning._

* * *

 **Author's note: Sorry if this chapter came out as weird, irrelevant, or unnecessary. But it had to happen.**

 **On the bright side, Chapter 4 won't take as long. Which means Peter gets to gains his powers and try out for MA…**

 **Thanks for waiting!**

 **IT'S PIZZA TIME!**

 **(god forgive me)**


	4. Chapter 4: Entrance Exams

**Author Note: This is most likely going to have a lot of errors. Time constraints legitimately made me partially write this on a phone. Still, it was extremley fun to write and introducing characters was cool to do.**

 **I'm going to try and figure out ways to improve grammar.**

 **Nevertheless, enjoy.**

 **EDIT: I accidentally uploaded the wrong chapter. Immediately fixed it, but don't know what you guys saw. So if it's a chapter you've already seen, just wait like an hour.**

* * *

Tony muttered as he strolled towards his Holographic computer. Today was MMA exams. He had given Peter some room, but there was no more time. He was supposed to personally go to Peter's house, playfully flirt with his aunt, and then give Peter One For All.

This morning, Peter's aunt called him to say Peter had disappeared. She believed it was some 'last minute warm-up' for the entrance exams, so she hadn't thought to call the police. To prevent things from escalating, Tony lied and told her Peter was fine.

Multiple screens linked to Iron Man suits hovered in front of him.

"All right. Friday, I need you to scan every traffic light camera in the Stark security database for a 14-year old brown-haired white male. I'll send IM units into the city for a ground view with similar same parameters."

"Sir, the last time you did this it caused a widespread public outrage over privacy."

Tony sighed. "I know, but we aren't going to find him unless we do this. Anything could've happened to him."

"Happened to whom?" Edwin Jarvis – Tony's butler – walked in carrying a stack of papers. "Sorry If I'm up late, but I was terribly busy with the garden last night."

"It's 5 AM," Edwin set the paper's on Tony's desk.

"Exactly. Now, what seems to be the problem?"

He rubbed his temples. "Peter. He's…taken? Disappeared? I don't know. Whatever the reason, he has to get to MA on time or he'll miss his chance to be a superhero."

Edwin glanced at the hologram's that littered the place. "And you go through all this trouble to find him? A blind man could do it faster." He scoffed.

Tony stepped away from the desk. "Be my guest."

Edwin bowed. "Thank you sir." He typed several words onto the console and a single screen popped up. It was the threadbare boxing arena they had been using for months. Peter was there, working himself out. Tony's jaw dropped.

"How did you…"

"He's an innocent hormone-powered child who's suffered the loss of not one but three parental figures in his life. A situation he can do nothing about. He is also a well-meaning boy who wishes to help others. At least, that's my impression from what you've told me. What else do you think he'd do?"

Tony pumped his fist. He faced Edwin. "You should've been chosen as an Avenger."

"Tempting. Maybe we can talk about it over tea once this is all said and done?"

"Sure. Thanks Edwin." A black-and-gold suit landed behind Tony. He climbed inside.

"Oh, and sir," Edwin added, "remember that he's a child going through loss. His training won't be enough anymore."

Tony paused. "What are you suggesting?"

"You must talk to him. Comfort him, tell him he'll get through this. I know you're scared of…negatively influencing him…but he needs someone whom he believes in. Being as his Aunt's most likely in distress, you're the next best choice."

He sighed. "I know Edwin. I just…I'm not the kind of person he should look up to."

"But he will look up to you now, nevertheless."

Tony laughed. "Thanks for the advice, Edwin." With that, Tony blasted through the roof of the building, scattering papers all over floor. Specifically, the one's he had just stacked.

Edwin shook his head. "Oh bother,"

* * *

Peter felt adrenaline surge through his body. His fists felt like an unrelenting force as his heart beat like a drum. Behind him the clock slowly winded down. Peter didn't look for fear he'd lose valuable time.

Peter heard the kinetic clamp beep as his score increased. With one final yell, Peter punched the bag with All his Might. The clamp gave off a satisfying tone as the punching bag fell to the ground.

He glanced at the timer. 5 seconds left. A small spark of joy ignited in his heart, before fatigue caught up to him. He fainted from exhaustion.

"Take it easy kid, kid." Peter felt two large hands catch him. Iron Man. "That was some good punching."

"Thanks" He muttered weakly.

"Hey, don't go on me now! You have a big day today."

"Y-yeah,"

"It's because…I had to. I promised Uncle Ben I'd make him proud, and the only way to do that is get into MA. I have to use One For All to do it, but I have to get ready to use…it." Peter yawned. "I don't feel so good ."

"Go drink some water," Tony looked at Peter's chest. "But look at that!"

Peter glanced at his body. During training he'd taken off his shirt. Now he could see the define shape of a six-pack on his stomach. "Flash is going to kill me." He muttered.

"Well done Peter. Your body is now officially ready for One For All" Peter giggled. "What?"

"You said my name."

"Yeah yeah, I'm a bad person. Bill me." Tony laughed. "Just know I'm proud of you for getting this far. You aren't ready to be a superhero yet, but your on your way. On thatnote, you should know that your muscles were made in a hurry. A rushed vessel for One For All. i suggest you prepare yourself for the repercussions of using the quirk."

Peter nodded. "I understand." Slowly, he stood up. "i'm ready."

"Good," Tony ripped out a strand of hair and held It out to Peter. "Eat this."

* * *

Inside a dark room, Peter watched men and women in heavy-clad hazmat suits point and lift barrels full of radioactive material. He stretched his hand out, only to touch a thick layer of glass.

When he was still in kindergarten, he had frequently made visits with Aunt May to the New York Hall of Science. The attraction he'd always wanted to see was a display by General Techtronic Corporation. Every month or so they'd put on a presentation on radioactive material and how it was handled after it's primary use. The show's schedule, though, made it hard for him to see it. As Tony drove him to the entrance exams, Peter realized that the show would start in an hour. When Tony asked for any 'detours,' he joked that they should check out the exhibit. A three hour drive away.

Peter didn't know jet-powered cars could fly so fast.

He rubbed his throat. The thought of rocket-propelled cars was enough to make his stomach crawl, he didn't need the reminder he had swallowed Tony's hair to make him vomit. Or maybe that was part of the process of his 'DNA being changed,' as Tony has later explained.

He decided to forget about it and focus on the presentation. "So, people are fine with standing so close to pure Uranium?"

Tony – disguised- shook his head. "I have the building's schematics. The exhibit is completely sealed off from this room. There's an intercom for the presenter to speak through, and a ventilation filtration system that siphons gas from this energy to a separate room.. Also the glass is lead-lined. The only problem I see is that the equipment's a bit dusty."

"Why?"

"They stopped the exhibition's for a while. It's costly. Plus, their exhibition time's being bought out, so I guess GTC's cutting this presentation's budget. Soon, this whole thing will be gone." He reached into a crate of soda he had bought and opened one of the drinks.

"I don't think you should be drinking that." Peter pointed at Tony's scarred- but covered - stomach.

He shrugged. "It's a Saturday. Bill me."

Peter turned back to the display; witnessing a couple of hazmat suits slowly connect a series of tubes into a vat radioactive material. The tubes were connected to a man-sized laser. According to the pamphlet, the device would shoot a visible green laser, reducing the radioactivity of the Uraninum. The beam would be absorbed by a corresponding machine and used as an energy source. He'd done a little digging on this new method of re-using radioactive material, but he'd never seen it in person. Peter watched in awe as the laser shot a bright green beam. Around him, the crowd politely clapped at the spectacle.

"I can't believe people would want to shut down something like this." He commented.

"Agreed. GTC was a hard company to bargain with." Peter's eye's widened.

"What?"

Tony shrugged. "Stark Unlimited Edu. and The Wakandian Institution of Technology brokered a deal with the museum to replace this exhibition. Soon, there'll be weekly demonstrations of the concept of A.I intelligence, along with an exhibition of man's technological advancements since the 2000's."

"Cool." Peter turned back to the presentation and felt his stomach drop. "But why?"

"Because nuclear power is getting old. Sure it's a decent way to produce massive quantities of energy, but there are other options that yield the same results with half the risk. Arc Reactors, Hydroelectricity, not perfect, but better solutions to a brighter future. As much as we love the past, change is inevitable. Without it, we'll never reach our true potential. And as hard as it can be, we should strive to make that change good, rather than make it never happen.

Peter gave Tony a confused look. "That's what this was all about? A lead-up to an inspiring speech?"

"That, and because there was a Mac Donald's nearby." Tony opened another can of soda. "Man I'd love to know what they put in these!"

Peter rolled his eyes. A startling thought came to his mind. "Mr. Stark, did your father, mother, whatever, take you to this museum?"

Tony was silent. "Well, my mom and dad did. It was a business trip near our home, and he thought it would be great to show his son how to 'broker a proper deal.' He changed his mind after the 5th time I asked him where the bathroom was. To distract me, my mother dragged me down to watch an on-going exhibition. It actually used to be done in this exact room."

"What was it?"

"Electrical engineering." Tony tucked the soda can into his pants. They both fell silent, surrounded by the light of phones screens and the small green glow of a radioactive laser.

Peter heard a sudden commotion coming from the crowd. Some of them were pointing at a small hanging thing from the ceiling. Whatever it was, it hung in front of the laser. As the laser opened fire again, the small thing was caught in the blast, and it seemingly disappeared.

 _Probably some poor creature that was caught in the laser_ He thought. _It's nothing important._

* * *

Peter walked towards the bathroom. The presentation had ended, and he'd like to get in a little pee break before Tony's car forced it out of him. As he turned the corner to the bathroom he saw a girl. She appeared paralyzed, her eyes transfixed on her shoulder.

"Hey what's…"

"Stop," she whispered, "there's a spider on my shoulder,"

"Really?" Peter's excited voice didn't help. "Wow. I didn't think one would be able to survive in a place as clean as this!"

"I know, right? But then I came back from that radiation exhibition and found this thing clinging to my arm."

"Wow," Peter whistled. "You walked that far without distressing it? You're lucky."

"Yes, I can clearly see that!" The girl said through gritted teeth. "Now could you call a doctor or something?"

Peter laughed. "It's just a spider."

"But it could be poisonous,"

"Not likely. There's actually only two species of deadly venomous spiders in America. That would be the Black Widow and…"

"Tell me about this later!" Peter rolled his eyes and gently picked up the spider. "What are you doing?"

"Relax." Peter let spider scurry around his finger. It looked like a Common house spider. Save for a unique green glow, it looked perfectly fine. "It looks like a Common house spider. They're harmless. They don't even pass rabies." Suddenly, the spider bit him.

And he flinched. "Owch."

"I told you!" Peter sighed and set the spider on the ground.

"But I'm not dying?" He argued.

"Well, fine." She breathed a sigh of relief. "It still bit you..."

"There you go, little guy." Peter gently brushed the spider back onto the floor. "Sorry I can't take you in right now."

"I still think you should've squashed it," she muttered. "But thank you,"

"Your welcome." The two stared at each other in silence.

"Hey…dude…."

"My name is Peter. Peter Parker. And you are?"

"Cindy Moon. Look, I still need to go to the bathroom." Peter realized he was standing in front of the female bathroom. He felt his face go red-hot.

"Oh, whoops!" he stepped aside, flustered. "Go ahead." The girl walked past him. When she was out of sight, Peter let out a long breathe and rubbed his temple.

 _God that was so bad._

Peter stood outside the place of his dreams. After 10 months of hard work, he was finally here. MA. Well, he was at the MA entrance exams, but still. He wished it wasn't so hot. His head felt like it was in Midtown Middle school's toilet; his throat felt burnt. _Maybe it was the spider bite?_

Peter shook his head. _No. That spider was fine. It's probably my DNA being…changed._

As Peter walked through the towering walls that protected the campus, he noticed the hundreds of kids. Despite this, most of them were silent, probably due to stress.

Ahead of him, three massive doors – each labeled with a letter – loomed ahead. He checked his paper. "Okay. Door B. Got it."

 _Wonder what I'll find in there?_

 _Are the people nice?_

 _Will they judge me?_

 _Are they really as powerful as I've heard?_

Distracted, Peter's feet accidently crossed each other and he tripped. _Well, goodbye world._ He braced himself for the fall. And then…

And then…

Then…

Peter slowly opened his eyes. His bofy was flowtojg a meter above the ground.

He silently screamed as whatever force was controlling turned him upright.

"Sorry for that! I saw you trip, so I had to use my telekinesis." Peter turned and saw a girl his age. She wore a big red bow tie commented by a red T-shirt. Over it, she wore a long-sleeved green jacket and pants. One of her hands was glowing with red energy.

Peter waved at her. "Hi."

The girl held out her hand. "I'm Wanda Maximoff." Peter tried to reach for her hand but he was still several inches off the ground. "Oh, give me a moment." The glow in her arms faded and Peter hugged his stomach "Sorry, still practicing levitating people. It's hard becuae of, you know, Insides and all that."

"It's okay." He shook her hand. "I'm Peter Parker."

"Nice to meet you. Sorry about the whole 'picking you up.' Hope you manage to-" Before she could finish talking a blue thing flashed past her. Suddenly a young white-haired boy was taunting Wanda with her Bowtie.

"Got it!" he teased.

"Piedro, give it back!" He blew a raspberry and ran away. Wanda rolled her eyes. "Sorry. Siblings, am I right? See you later!" Wanda screamed foreign insults as she chased down Piedro. Peter watched Wanda leave. He blinked.

 _A person that wasn't MJ said hi to me,_ Peter thought. He did a small victory dance. _YES!_

* * *

Before the exam's started, all personal were told to go to an exam orientation at the auditorium. Peter sat down.

 _Maybe this is the place where I can make new friends. If I get in._ He turned to boy next to him. "So, what's your na-"Peter jerked back as the boy revealed his face. It was Flash.

"Just shut up. End of discussion," Flash snarled.

"Oh." Peter shuffled away from Flash. "Sorry." He paused. " Just one question, how much do you know about the exams?"

"Not much." The lights turned on. Peter found his questions irrelevant.

Because he had entirely new ones.

At the center of the stage a man in a black-and-red tight suit sat on the desk, legs crossed over each other. He wore a black dress with a white apron draped over it; a garter gently positioned on his head. His boots were covered in tight black stockings, and he looked like he was smiling. He looked like a man at comicon decided to dress up like a french maid.

"Hello my Nakama's (なかま | 仲間) and welcome to My Marvel-ahem-MARVEL Academy! I'll be your host, Senpai-pool, and I'll explain the rules of your entrance exams!" Peter raised his hands. "A question? Is it time for some exposition?"

"Uhm-sir? Who are you and why are you dressed like that?"

The man checked his 'uniform.' "What are you talking about? Slice-of-life's always have a sexy maid in them. And how could you NOT know me?" Deadpool snapped his fingers. "Of course! Viewer confusion. Roll the narration!"

 _NAME: Deadpool, AKA Wade Wilson, AKA The Dildo Delivery Express Train.-(Why)_

 _QUIRK: None, except for being sexy-(stop it Deadpool)_

 _Ability/Mutation: Super-healing,_

 _RAGING SEX MACHINE._

 _(WHY)_

 _Bio: Deadpool is a highly-trained, sexy Mercenary who has a massively accelerated healing factor thanks to an experiment done to him, making him able to withstand high amounts of damage, poison, mind-control, and sex._

"Wait a minute," Deadpool stroked his chin. "Besides bad writing, now that I think about it. Plot points? Hair adhering to gravity? Children looking their age?" his eyes widened. "This isn't a slice-of-life!" Deadpool dug into his…

 _Pant pocket_ (whut) and ripped out a Nokia phone. "Hello? Hi! This is your friendly neighborhood F*ck-o. I'd like to call in about the job. Yeah, it isn't a slice-of-life. Wait, A _slicing of life?_ Makes sense. Yeah I totally wore it. Nani? No I will not follow plot! Do you know how much these things cost? No no no! Listen up here Darth Vader wannabe, I am the sole reason this story is rated T. Okay, maybe not 'sole,' but still! You kick me out and you'll have hell to pay with 8-year olds on your hands. What did I hear you say?"

Deadpool leaned in closer to the phone. "A solo story? Deadpool X…Oh you know I'll make that bed rock! Deal!" Deadpool ripped his maid outfit off. "Andrew Garfield, here I come!" The audience was tumultuous, all confused as to what the heck was happening. "Let's get this over with." He fired several shots into the air.

"Alright listen up!" Deadpool yelled. The large screen behind him flickered to life. The silhouette of four robots appeared, "This is how the exam's going to go. You'll be split into several mock cities with giant robots. Each robot has different point levels, and each one you destroy gives you a corresponding point. Your goal is to destroy as many of these as possible. Questions?" One of the people in the audience raised their hands.

"What about the fifth robot? There's a fifth robot on the paper."

"That's worth zero points. Don't waste your time on fighting them. Unless your into that sort of thing." Deadpool checked his Howard-the-Duck watch. "Alright, kiddies. The exams will start in…hmm…How long does it take to lose the Australian airport security?"

The wall behind Deadpool exploded. Several armed policemen ran through the smoke and surrounded Deadpool.

"G've e' up, Wade! we' got ya surrounded." One of them yelled in a thick Australiun accent.

"F*ck you Saxton, I'll never give up Kassy to flight security!"

Saxton rolled his eyes. "It's a flippin katana Mate! You gotta process her!"

Deadpool gasped. "You swordist! Take those words back!"

"Just give it' up! You're a' the end of t' line!"

"Well good thing I'm tall enough to ride!" The wall beside Deadpool broke as a man driving a kid's train burst through it at break-neck speeds, knocking the soldiers over. Deadpool jumped into the kiddie seat.

"Drive, Bob, Drive!" The train picked up speed and rammed it's way out of the auditorium. "Choo Choo Mother f*ckers!"

As the Australian men chased after Deadpool, Peter shook his head.

 _How in the world did someone like him get hired_

* * *

The students were divided into groups and sent to different testing grounds. Peter was sent to site A. He saw a glimpse of Flash. Fortunately, students from the same school were placed in different sites to prevent cheating. He was going to site B.

They were forced into a small group behind a set of gates leading into the city. In the stress of the moment, Peter began stretching his muscles; waiting for the doors to open and the exams to begin. It didn't help that the burning feeling he'd felt earlier was back. And stronger. It felt like he was being set on fire. To distract himself, he scanned the competition around him.

Most of the people were random students he had never met before, but a few caught his attention. There was Wanda from before, levitating a puddle of water. Peter was too stressed out to talk to her.

He also noticed a small black girl fiddling with a device of some kind. She looked like she was half his age and height. The only reason he noticed her was because of the massive blood-colored T-rex that towered behind her. Occasionally, it would try to lick her and she would have to shoo it away. Safe to say everyone gave her space. Including him.

There was also a girl with a squirrel tail. And squirrels. Lots of squirrels.

He sighed. With competition like this it was a wonder how he'd ever get in.

"Put your stress aside. Take deep breathe's," Behind him, a boy draped in simple linen was talking to him in practiced English.

"What?"

"You looked stressed. Don't be, it ruins your effectiveness in battle and can makes you freeze."

"Freeze?"

"Frozen. Unable to act."

"Well, aren't you stressed too?"

"Of course. But I have acknowledged my stress and found what soothes me. Just as you should do."

"Thanks," Peter noticed the boy's feet. He wore simple sandals. for some reason, this intrigued Peter. "What's with the clothing?"

"It's the traditional clothes of my people. Not my favorite clothing, but today, they make me feel as if my country is fighting besides me. To remind me what I am fighting for. That is why I do not stress."

Peter examined the boy's clothes. The intricate rigid patterns of silver amongst the black cloth looked familiar.

Peter's jaw dropped. "Are you king…"

"Prince T'challa. And please do not say it out loud. I wish to be treated without bias."

Peter frantically bowed. "O-okay, sir? Prince? K-"

"Just call me T'Challa. For now, at least." He gave Peter a concerned look. "You're burning up." Peter began to notice the sweat dripping down his face.

"Oh. You know. Stress. And itchy eyes." Peter rubbed his eyes. Why did they suddenly feel so weirdl?

"Here, maybe this will help." T'Challa took off Peter's glasses.

"Wait, I need those to…" Peter opened his eyes. He blinked. He could see without his glasses. "See?"

T'Challa examined his glasses. "These must be poorly built glasses. They could've ruined your eyesight."

"G-got it." Slowly, Peter felt the burning sensation go away. Finally.

A chime reverted throughout the place. T'Challa gazed at the foreboding gates. "I believe we are about to go."

As he walked away, Peter called out to him. "Thanks! And try not to freeze!"

T'Challa shook his head. "I never freeze."

With that, the gates shuddered open, and all hell broke loose.

The once restless crowd charged through the gates, leaving Peter behind.

"W-wait for me!" he cried. He charged through the gates, terrified.

* * *

"Alright contestants!" Deadpool yelled over the intercom. "It's testing time! You have 5 minutes to wreck sh*t until the exam ends. Good luck potential protag's!"

Barely half a minute out of the gate Peter ran into his first robot. It was a humanoid robot on spider legs. A label on it read "Work of Tinkerer." Peter felt his body freeze, just like with Carnage several months back.

 _Don't!_ Peter took a deep breathe. _It's worth a point! You need this!_ He held his breathe and charged at the robot, only to barely miss being hit by a makeshift EMP. The robot shuddered before a blood-red T-rex crushed it in its jaws.

"Sorry!" The girl riding it said. "My partner's a bit eager!" Peter watched in horror as the T-rex continued it's rampage.

Desperate, Peter ran deeper into the city. Everywhere he looked he could see the wreckage of robots strewn about the place.

 _I have to be smart. Get the high ground._ Peter ran to the nearest building. Maybe his eyesight was a sign that All For One was now his. He focused on his feet. "Jump!" He cried.

Nothing happened.

"Super Jump!"

Still nothing happened.

He stretched-out his hands. "Fly?"

Of course nothing happened.

 _I'm going to spend this whole exam trying to jump? I've got to find another way!_

Suddenly, Peter's head shook. It felt like someone was pinching his brain, or like it had developed an arm and was nudging at him. Something behind him.

He leapt onto the wall, narrowly avoiding the burnt wreckage of a robot that crashed behind him.

The boy responsible gasped as he shut off his laser eyes. "That's 25 points!"

 _25? Already?_

The boy looked at Peter. "What are you doing there? Get moving!"

"What do you-"Peter looked at himself. His bare hands was stuck to the wall. His feet dangled off them. "Woah. Mr. Stark never did this."

He tested by removing his hands like a gecko, lifting the back of his palm first. It worked. Muscles straining, Peter began to climb the building. _I have no idea how this works, but I have to get the high ground. From there, I'll be able to see where the most robots are._

 _And, hopefully, this is a sign that All For One's ready._ As Peter climbed, he felt the same ringing in his heads. Senses urging him to leap left. _Why would I…_

A flying disc-robot crashed itself above Peter. T'Challa was on it, using his Vibranium claws to decapitate it before steering it away from the building. "That's 35 points!" T'Challa yelled.

Peter watched in amazement T'Challa drove it into another robot, but the thing was torn to pieces before T'Challa even hit it. Out of the wreckage, Wanada brushed the dust off her. "Sorry!" she yelled. "oh, and I've got 30 points."

A sense of competition rose among the test-takers.

"I have 30!"

"I've got 40!"

"Good job, Tipsy Toes, that's..wait, weren't you supposed to count?"

 _Are you kidding me?_ Peter bit his lips. He needed to get points, fast. Filled with determination, he pulled himself on top of the building. From this height he could almost see the whole 'city.' The place billowed smoke as student's obliterated the remaining robots.

"C'mon, c'mon," Peter muttered. His eye's caught a glimpse of a small group of robots northwest of his position. Far away from everyone, and worth a bonanza of points. Perfect.

Peter began to warm up his body again. He remembered something Tony had told him about All For One. He had to get adrenaline pumping.

" _It's like a muscle," he had said. "I know you never had a quirk before, so know this. You need to work every muscle you know to be in motion so you'll feel the one muscle that isn't doing anything. That's how a quirk works. I'd build a machine to help you…but."_

" _You haven't figured it out?"_

" _Yet. I haven't figured it out how quirks work or what causes them. Yet"_

 _Thanks for the tip Mr. Stark._ Peter gave himself a running start. _I'll make it there in one jump!_

He jumped off the roof with all his might, only for a massive metal wall to block him. Instinctively, he used his hands as a shield and bounced back onto the roof. _What the._ Peter looked at the obstacle in front of him. It was pink, and huge. When he tilted his head up, he realized it wasn't a wall.

It was a sentinel. He had heard of these mechanical monstrosities, but he didn't know they could be so _big._ The top of its head was spray-painted with a big green 0 _. So much for being a 'worthless' robot._ He looked at his legs. They had acted like normal. _And so much for 'All For One.' I have to try again!_

Fortunately, the sentinel hadn't noticed him and carried on it's path of destruction. Beneath it, students screamed as they ran away from the monster. To Peter, this was perfect. Now no one would touch those robots. As Peter watched the sentinel move away, he noticed it was heading for a destroyed building. Thanks to his new eyesight, he could see the building in much more detail.

It had collapsed onto the road, creating a huge pile of rubble. Though he couldn't quite make it out, he saw a little red figure underneath it all. A sick feeling boiled in his stomach. _Wasn't that where Wanda was fighting?_

Peter shook his head. _It can't be! She can handle herself. Besides, you have more pressing matters. You can deal with this later!_

"TWO MINUTES REMAINING" Deadpool yelled over the speaker. "yeah, apparently setting-descriptions take longer than you think. Also, Saxton says hi!"

"Suck it ya' Wanker!"

 _One minute._ Peter chewed on his fingernails. _Okay. I'll just pop over to the horde of robots, defeat them, then check on Wanda_

 _No, they're on opposite ends of the city._

 _So check on Wanda?_

 _No, you'll get no points. Besides, how do you know that's Wanda, or anyone really? She's still too far away to make out!_

 _I'll get to the robots then._

 _No! Someone might be in danger. Besides, how do you know that's not a person?_

 _How do you know you'll even be able to get anywhere?_

 _All For One didn't work._

Peter fell to his knees. _Right. It didn't._

 _How do I know I'll be able to get anywhere at all?_

 _I can't do this. Peter felt tears well up in his eyes. I can't do anything._

"A MINUTE AND A HALF LEFT!" Deadpool shouted. "Is someone going to pull off a climax?"

As Peter crumbled to the ground, he felt the floor beneath him. _What can I do._

He had never felt this uselss. Never this low. Except, except when he had his first conversation with Iron Man. _"Saving people, fighting villains, it's always been my dream."_

 _"I'll prove it to them, to everyone, that I can become a great hero!"_

He remembered what he'd done after that. The training.

" _Peter, get up and try again! Do you think the entrance exam'll go easy on you?"_

Then what Tony Stark had said to him.

 _"Millions of people will depend on you, and what will you do when they need you?"_

 _"Are you willing to sacrifice everything for others?"_

And what Uncle Ben has said to him.

 _"Do you think the entrance exam'll go easy on you? No! You've got to push it!"_

They were right. Both of them. If he wanted to be a superhero, a true superhero, he had to be ready to sacrifice everything for other's. And be ready for the consequences.

 _"People can get great powers. Dangerous one's, at that. But it isn't the abilities they possess that make them dangerous. It's how the person wielding them uses it."_

 _What I'm trying to say is, with great power, comes great responsibility."_

 _The responsibility to help others,_ Peter finished.

When he opened his eyes, He knew what to do. Peter backed away as far as he could from the edge, facing the sentinel.

Yelling, Peter ran as fast as he could. His legs burned with power. He put all his energy into his final jump. It felt different this time. He had drive. His heart raced like nothing ever before. An odd feeling came into the back of his mind. It linked to his legs.

 _"I think you'd be great for MA."_

The air around Peter exploded as he flew towards the sentinel. The robot turned to face Peter as he wound his arm back. Tendrils of energy leapt off his hand. His hand felt hot as it began to glow a bright sun-like yellow.

" _Just know that whatever you do," Uncle Ben smiled, "I know you'll make me proud"_

With a primal cry Peter punched the sentinel in the face.

The sentinel's face cratered as the punch sent it flying. Peter stared in amazement as the goliath crashed into the ground. He looked beneath him. He could see that the red 'dot' had really been Wanda. She was trapped underneath a pile of rubble. She struggled to lift it off of her. When she saw the sentinel next to her, dead, she breathed a sigh of relief. Peter smiled.

Then gravity remembered he existed.

Peter's stomach lurched as he fell out of the sky. He tried to move, but his limbs felt like limp. He looked at them and realized they were purple. Using All For One had completely broken his leg and arm muscles. They flailed uselessly through the air.

He screamed as the ground zoomed into view. He could use his other arm and utilize the knock back to slow himself down, but that meant all his limbs would be useless. And he still had a minute left. He'd be completely vulnerable. Desperate, Peter pulled back his arm for one final punch, the familiarity of One For All in the back of his mind.

"Miss, catch us!" Out of nowhere, T'Challa ran towards Peter and unfurled his linen wrappings. He wall-jumped towards him and caught Peter, wrapping him in the cloth. Meanwhile, Wanda stretched out her hand. Their fall slowed down to a crawl until Wanda vomited, losing her focus. They dropped the rest of way, the cloth lessening the impact of Peter's fall. T'Challa rolled nimbly besides Peter.

T'Challa He checked on Peter. He gave a sigh of relief. "You're not dead."

"Normal cloth," Peter breathed, "shouldn't act like that."

T'Challa smiled. "First thing to know about my people: Nothing we make in Wakanda is normal."

Peter smiled back as black dots began to cover his eyes. He fainted.

A small crowd gathered around Peter.

"He did that? With one punch?"

"Cool, but why the heck does he looked so tired?"

"It's like he's never used the quirk before." As the crowd muttered, a man in a red cape landed behind them. He had a well-trimmed goatee and wore a face of someone in their late 30's.

"Stand aside. Doctor here." His hands emitted orange glowing glyph's as he began to cast a spell on Peter. Slowly, Peter's bruised body began to heal himself. His ragged breaths settled into blissful snoring. "There. He should wake up in about an hour," The sound of an airhorn blasted throughout the city. "Unfortunately for him, the exam's already done."

* * *

Peter rubbed his cast. Despite being 'healed' by Stephen Strange, Doctor Strange, (the guy seemed oddly sensitive about it,) Peter still had to wear the cast for at least a day. Also, he had assumingly failed the entrance exam. He sulked as he prepared himself to take the ride home.

"Hey, wait up!" Wanda ran up next to him. "Thanks for saving me back there. I felt like, you know, I'd die. It didn't help that the robot was a sentinel and all that."

"No need. It's what any superhero would've done." Wanda rolled her eyes.

"Sure. Breaking every bone in your body was totally no big deal." she playfully punched Peter's arm. His bruised arm.

"Owww..." He whimpered.

"I agree," T'Challa appeared to Peter's right. "I once met a man who tore of a piece of his skin for every life he saved. The scars covered his body."

"And how does that relate to me?" Peter asked.

T'Challa shrugged. "You both seemed interested in deadly feats of heroism."

"You've got me there," Peter looked at both of them. "Is there any reason you're following me."

Wanda shurgged. "Tiring day. I guess it would be nice to hang out with friends."

He shook his head. "Yeah. But I don't think I made it in." T'Challa and Wanda smiled at each other. "What?"

"They already sent the forms by E-mail. They include the results, and your future classmate and classes."

Peter opened his phone. He found the E-mail and clicked on it.

 _CONGRATULATIONS PETER PARKER._

 _YOU HAVE BEEN ACCEPTED._

Peter felt his hands tremble. He. Had. Done. It.

"OHMYGOSHI..." he looked at Wanda and T'Challa. They gave him a thumbs up. "We also made it in."

Together the trio happily yelled, talked, and walked all the way home.

* * *

 **Author's Note: So the last act: The one where Peter discover's he's made MA, is suseptible to change, because I read a ...ahem... Non-crunchyroll site for the anime, and it cut off at this part. Rest assured, though, I watched every episode to the end.**

 **Hope you enjoyed, and here's a little 'gift' from Deadpool:**

* * *

Andrew relaxed in his bath tub. Peace and quiet. He was having a great year so far. Decent films, good salary, he was satisfied. As he felt the warm water envelope him, he saw a small rubber duckie float in the tub. He gave it a small squeeze.

"Oh, I see we're doing it Oh-Natural?" Andrew turned and saw a man in a red tight-suit staring at him. On his toilet.

"What are you doing here?" The man absently mindedly picked up the rubber duckie.

"Phew. A hole. And here I was thinking you forgot the toy." He began to take off his belt.

"Excuse me, could you please get the F-"

"No cussing, Andrew. We're on a moderate-cussing rating, and we wouldn't want to give the children at home any ideas. Oh and, a nice gentlemen was kind enough to offer me the lease on your house. It's my place now." He winked at the innocent reader. "Close the curtains." Andrew stared at him.

"Who-"

"I was talking to you, you know." Deadpool rubbed his hands. "Can't do this without some privacy!" With that, Deadpool pinched his nose. "Cannon ball!"

* * *

Andrew Garfield was found five days later, dead. He was, apparently, an robot replicate of the real Andrew Garfield. Authorities followed the trail of water and, suspiciously, toilet paper to a hidden bunker underneath the house where the real Andrew Garfield had been tied up.

Authorities also found a note left by the attacker. It read: " 'X' stands for 'Execute.' Undertale Reference in YOUR FACE!"

Authorities are still puzzled as to who, what, or why this happened. But one thing is clear.

No one wants to know who, what, or why this happened. For everyone's sake.


	5. Chapter 5

Chapter 5:

Two days after the entrance exams Peter got a call from Tony telling him to meet him at Long Island beach. Peter took the first subway train he could there.

He leaped onto the sand. Ahead of him he saw a lone black man staring at the beach. Peter had learned to recognize the figure as Tony's disguise.

"Mr. Stark!" He cried.

Tony's face grew red. "Shh!"

"Tony Stark? As in the Invincible Iron Man?" A couple on the pier swung their phones frantically.

"Where?" The girl shook her boyfriend. "I NEED HIM TO CONFIRM MY SHIP!"

Tony waved frantically at Peter. "Dammit. Kid, say 'sorry, wrong person!'"

"Your right Mr-I mean-wrong person!" he cried. The couple shook their heads. He breathed a sigh of relief. "Sorry, I was just so…what's the word..."

"Emotional?"

"Yeah,"

"About what?"

"Everything. Entrance exams, One For All..." Peter's voiced lowered. "The funeral."

"Right. Sorry I couldn't make it. I...I had other work to do."

"No, I'm not mad at you or anything. In fact, a friend of Uncle Ben's talked at the funeral. I think it helped me. A bit." Peter straightened himself.

"Good. I'm glad you're getting to a resolution of sorts. Definitely faster than I did." He muttered. He raised his hand. "Congrats on getting accepted at MA." Peter high-fived Tony.

"By the way, how did you know I made it in?"

Tony's eyebrow shot up. "You didn't know? I announced it on the news."

"What?"

"I joined MA as a teacher." Peter's head exploded, as if Tony had shot it with a tank missile.

"You what?"

"I joined MA as their combat and science teacher. Reed Richard resigned as the head of the science department, so I thought it would be appropriate to join."

"Why didn't you tell me?"

"Because I didn't think it was that important. Famous superheroes join MA as teacher's all the time. I mean, Piotr's the modern art teacehr."

"Sure, but not...not!" Peter frantically pointed at Tony like he had the plague.

"It's Leonardo. My disguise's name is Leonardo." Tony shook his head. "And don't worry. I can still make time to do hero work and teach at MA. Besides, I can just adjust the Iron Man suits to look like myself. Except not stricken with malnutrition." The air around 'Leonardo' shimmered and transformed into Tony,, wearing a T-shirt that read 'America!' "Ta-da!"

"OH MY GOSH IT'S TONY STARK!" the two glanced at the pier. The couple from before pulled out their phones. ""Get a good picture Akiba!"

Tony rubbed his head. "Dammit. Give me a sec." He pointed a finger-gun at the two and their phones short-circuited. "Now, Let's enjoy the fresh air, huh?" Tony began running down the beach. Peter followed him.

Peter's skinned glistened with sweat as he ran alongside his idol. The two raced down the beach.

"So, now that you're a teacher at MA," Peter huffed, "Can you tell me how I got in?"

"Sure. MA has an additional scoring system. Rescue points. It's to reward people who save other's and display heroic qualities. It helps in decision making. You got 60 hero points."

 _60? That much?_ Peter felt his knees shake. _I think that's higher than even T'challa's score._

"You'd get this on your report card, along with what course you'd be in," Tony continued, leaping over a broken sand castle,"but they won't be ready until next week. The only difference this year is that the board decided to tell everyone who made it in. The course you managed to get in would be in the report card. We've already chosen the roster for class 1-A, so I can tell you you made it into the hero course."

"Why the change?"

"Well, it helps students prepare new schedules, transportation, etc. Besides, it was an easy decision. A lot of promising students showed up." Tony glanced at Peter. "Just so you know, I didn't tell the school about my connection with you."

"Really?"

"Yup. You made it in on your own two broken feet."

Peter's foot itched from the memory. "Yeah. I could only pull off one punch before I completely destroyed my entire body."

"Don't worry. The quirk I passed on to you is but a fraction of its true power. Over time you'll grow stronger, and the power you have over it will increase with it." Tony looked at the night sky. "and as I get older, I'll probably lose that power over it too."

"But you're still pretty young," Peter argued.

"Really? It doesn't feel like that..." Suddenly, Tony laughed. "Yeah, that was too deep." The two kept running in silence.

"One last question. Why did you want to be a teacher at MA?"

"Kid, you're killing me with these questions."

"Sorry!"

"No, it's," Tony sighed. "Okay, this is your last question. I joined MA so I could find a successor for One For All. Don't take it personally, though."

"No I get it," _So that's why he joined MA. To find the perfect person to wield One For All._ _To think someone else could've gotten this power, and I would've never even made it into MA. It's obvious, though, I'm no where near the strongest or best person for this quirk._

 _But..._

In a burst of speed, Peter ran in front of Tony. _That's why I have to push myself. To show that I can become a hero with this quirk_ _. Whatever come's my way, I will be ready!_

"Hey, Kid. I forgot to mention that some girl called 'Wanda' came to school the day before yesterday." Peter's heart skipped a beat. He tripped and tumbled along the sand.

Tony stood over him. "What?"

"Who vouched for me?"

"I thought I said no more question," Tony teased. " It was some girl called Wanda Maximoff. She came by one of the teacher's office after the exams, asking if she could give you some points." He leaned closer. "Why, is she someone special?"

"No! It's just that," Peter stammered, "that's the same girl I helped save during the entrance exams."

"Ahh, a knight in shining armor, huh? Straddling up to her in your trusty stead?" Tony winked. "Sword at the ready?"

"Mr. Stark I'm 14!" He dusted himself off. "Let's just do some more running."

"Where? We're already away from the pier." Peter looked at the empty beach that stretched on for miles.

"Oh yeah."

* * *

2 weeks later…

"Are you sure you have everything?" Aunt May called out.

"Books, shirt, pencils, I've got everything Aunt May!" Peter grabbed his bag. "I'm going now!"

"Wait!" Aunt May handed Peter a large paper bag. "It's Lasagna. New recipe."

"Thank you Aunt May!" He rushed to the door. Aunt May grabbed his arm.

"One more thing!" she hugged him. "I still can't believe you finally did it," she ruffled his hair. "Oh Benjamin would be so proud!"

"Yes. He would." Peter jogged down the stairs. "Bye!"

"Bye sweetie! Promise you won't hurt yourself!"

Peter paused. "Umm…Yeah…I will totally…not…hurt...Okay bye!"

* * *

He took a deep breathe. In front of him, a huge wooden door with the words A-1 stood before him. His new class, and one of many steps he'd have to take to become a superhero. His hands clenched the door handle.

 _Behind these doors lay some of the most elite students in the whole country. Maybe even the entire world. I'll have to do my best to live up to their expectations._

Peter pulled the door. It didn't budge. He tried again. Still nothing. _That is, if I can even get inside._

"It's actually a sliding door. You're supposed to open it like this." A young boy his age slide the door to the side. His left hand wrapped around a black helmet with a red star on the top.

"Thanks."

The boy patted his shoulder. "Don't worry. You're just a newbie."

"As if. Sam, you made the same mistake while trying to use the bathroom." A girl said as she brushed past him.

"Kamala!" Sam cried. Peter walked in behind them.

The classroom was about 4 desks wide. The school had told them to wear uniforms; dark-blue navy jackets and a white shirt. Despite this, everyone looked indistinguishable. In the front row Peter saw two kids rippling with muscles arm-wrestling. One of them wore a yellow mask around his face while the other had his sleeves rolled-up.

At the middle row, a dwarf of a kid was scribbling away in his notebook. Behind him, a girl with a bushy squirrel tail showed him a inanatomically-correct man.

"Why do you want me to draw Daredevil based of _this? THIS!"_ The artist cried.  
 _  
_"I just think it's an accurate portrayal of him."

"His feet are the size of pencil tips! And why are his chest muscles so big? It makes him looks like he has boobs!"

"So? You are trying appealing to a male audience, aren't you?"

Peter peered over the crowd of students; all the way to the back seats. He saw…

Flash and T'Challa bickering.

Mixed feelings churned in his stomach.

"Why are you resting your foot on the desk?" T'Challa chided Flash. "That is disrespectful to the people who worked to build that desk!"

"What do you know about honor, Catman?" Flash snorted. "Your dad's armor is made of the strongest metal on Earth."

T'Challa took a deep breathe. "Okay, let us start at the beginning. I am T'Challa, son of T'Chaka, and next in line for the throne of Wakanda.

"A prince, huh? Good, crushing you will be soo much better.

T'Challa's eye twitched. "At least we are reaching an understanding." He noticed Peter. "Ah, the hero arrives." Despite T'challa only announcing his presence, Peter felt as if the whole class was staring at him. His face lit up like fire.

T'Challa marched towards him. "Let me introduce myself. I'm T'Challa, son of T'Chaka, and next…"

"I heard you the first time. Peter Parker, nice to meet you again."

T'Challa shook his head. "You do not have to be so humble. I saw how you acted during the entrance exams. You knew the exam was more than just destroying robots. Genius."

"Yeah. Go me," Peter gave a weak smile. Great _I go from dealing with Flash to someone who thinks I'm the seconding coming of Christ. But I can handle this._

"Hey…Peter, right?" Wanda called. Peter's heart went into overdrive.

 _Nice. Girl. Must. Thank!_ "Hey, Wanda! So nice to meet you! Thanks for trying to give me points before!"

"How did you know about that?" Peter mentally slapped himself.

"Well-I-mean-I have…" He stopped himself. _I just need to relax. Focus._ He let his lungs take in the nice fresh air. Nice…fresh….

He felt his stomach churn as he clutched his mouth. _What is that?_

"Hello everyone. Welcome to the Hero course." A tall well-bodied man stood in the doorway. He had a robotic left arm that clutched the decapitated head of a grotesque creature. Two large guns were strapped to his back, the barrels smoking from recent use.

The man lazily brushed the blood off him. "None of you have vomited yet. Good."

The man surveyed the students. "Let me say that every minute at this school is a chance to improve your capabilities, and students your age seem impeccably good at wasting it. For now, I'll be brief. My name is Nathan Summers and I'll be your Homeroom teacher for the year."

"Homeroom teacher?" Everyone cried.

"Yes. "With his free hand he tossed a duffel bag at the class. "I know this is sudden, but there are some uniforms inside. Put them on and meet me outside. I'll meet you there. But first, I have to dispose of Bulk the Fraud before he regenerates." With that, Nathan calmly walked out of the classroom.

Peter's head was swarming with questions. _If he's a teacher, he's probably a pro hero. But, who? I've never seen him before._

* * *

Tony rubbed his forehead. Since the accident, he hadn't been outside his house for more than an hour. Besides the need for fresh-air, grocery noodles, and training-time with Peter, he'd been pretty much isolated with Jarvis and Friday. Now he had to do it for a full 7 hours. He checked the time on his helmet's HUD.

"My class hasn't started yet. Couldn't hurt to get some research done." Tony lifted up his coffee. It made a small ding as it hit his facemask. He sighed.

Opening his mask he pulled out a pile of papers. _So, I heard their teacher was some guy called Nathan. Let's see his reports_

Tony opened Nathan's file, sipping his coffee as he turned the document to _History at school._

"Okay. 'Taught class 1-A in 2016.' Good. Analysis report says that all the students were-" A cold feeling traveled down his spine. "What?"

* * *

Class 1-A – now in MA outdoor uniforms – stood in the training grounds. Nathan held a ball and a tablet in his hand.

"All right, let's begin. Before we can train you to become pro heroes, we need to know your limits" Nathan pointed at Flash. "You there. How far could you throw a ball in Junior High?"

"70 meters."

"Without your quirk?" Flash nodded. "Limiting. Back in Junior High, your teacher's told you that you were all equal. In real life, that kind of thinking limits what you can really do." He tossed the ball to Flash. "Throw it as far as you can with your quirk. Do whatever it takes, just stay inside the circle."

Flash grinned. "If you say so." Flash did a couple of stretches. _Just like football._ A tentacle grabbed the ball and encased it, shaping it like a football. His own hand became encased in a thick oily substance. The arm grew extra 'muscles' along the back of his spine. He flexed the heavy limb before positioning himself like a quarterback.

"SET, HIKE!" Flash threw the ball through the air. It whipped as it soared through the air.

Cable followed the ball's trajectory. "Today you will be taking a series of 8 physical tests, all while using your Quirks, mutations, whichever. These will determine your maximum power at the moment, and will be used as a baseline measurement for improvement." Nathan's tablet made a small ping. He showed the screen to the class.

700 METERS.

"What? That far?"  
"Cool!"  
"Looks fun!"

Nathan grinned. "You think this is fun?" He began typing into his tablet. "You have 3 years at MA. You are expected to become full-fledge pro heroes in those 3 years. I can assure you it will be fun. For me, as I watch how long it takes for idiots like you to get it."

"That being said, I should mention that the person with the lowest score after these 8 tests will be deemed useless and expelled from MA." Nathan showed the class a leaderboard. Flash was currently at the top.

Everyone gasped "What?"

"He can't do that, right?"

Peter's stared at the screen. _Expelled? Is that even allowed? Because as far as I can tell,_ Peter glanced at his hand, _I can't use One For All without hurting myself._

Nathan's smiled. "I can assure you that I won't allow waste-of-spaces to take up valuable time. So unless you want to go home, get moving. And let the fun begin."

* * *

Test 1: 50 meter run

"Good luck, I'll leave you in the dust." Sam placed the black helmet on his head. A suit of thin armor formed.

Pietro snorted. "As if."

"You're talking to the guy who can fly in space, and trained with the Guardian of the Galaxy's!"

"He just shook Starlord's hand at a convention!"

"Kamala!"

"On your marks. Get set. Go!" An automated-announcer yelled. The two blasted their way down the track.

Pietro finished first. "3.04 seconds!" the announcer yelled.

 _Name: Pietro Maximoff_

 _Species: Mutant_

 _Ability: Superspeed._

 _Pietro's mutation allows him to run at blindingly fast speeds, while his body his adapted to handle the drawbacks!_

Sam flew in behind him. "No fair! I needed some more ground to speed up!"

Pietro blew a raspberry at Sam.

 _Name: S_ _am Alexander_

 _Species: Human_

 _Quirk: Nova energy._

 _Sam is able to generate an energy similar to that of the famous Nova Force, but cannot properly control the energy by his own will. As such, he needs a custom Nova helmet to help channel his power._

"Interesting," Nathan muttered, "both powers aren't reliant on outside sources, so there's room for improvement.

NEXT RACE:

"You know, when you get big, where does the extra mass come from?" Doreen asked Kamala.

"I…don't want to talk about it."

" _Ready. Set. Go!"_ Kamala stretched her legs into stilts, each stride covering a quarter of the track.

Doreen barely finished ahead of her. "Woohoo!"

 _Name: Doreen Allene Green_

 _Species: Human_

 _Quirk: Squirrel_

 _Doreen has all the physical features of a squirrel. This includes proportional strength, biting power, and a bushy tail. She also has the ability to speak with squirrels._

" _5.94 seconds!"_ Kamala panted. "Much better than in middle school."

 _Name: Kamala Khan_

 _Species: Inhuman Heritage_

 _Ability: Polymorph_

 _Kamala is able to bend, stretch or shape her body into any form she chooses, thanks to her Inhuman heritage._

NEXT RACE:

"Okay, you can do this." Wanda stretched her feet. "It's all in the legs."

" _Ready. Set. Go!"_ she ran down the track, her heart pumping with effort.

"8.00 seconds!" As she passed the finish line she pointed her palm at the clock. A mystical hexes emerged from it and the clock made a small whirring sound.

" _ReBoOt-Er- 6.00 seconds!"_ Wanda smiled. _Still better than last year._

 _Name: Wanda Maximoff._

 _Species: Mutant_

 _Ability: Hexes._

 _Wanda Maximoff has the ability to generate mystical red hexes from her hands. She can use this for a variety of benefits, mainly Telekinesis, energy blasts. She can also use it for more abstract purposes, such as causing 'improbable' events, such as a computer mysteriously malfunctioning._

Cable shrugged as he marked Wanda's score down. "Fair enough. Next test."

* * *

Test #2: Grip strength.

"490 KG! Beat that Daniel!"

"Sure Luke, but I already did! 495 KG!"

Luke clenched his hands again. "500!"

Peter watched the two boy's measuring contest. He stared at the device in his hands. _Just focus. If I try to channel the One For All while focused, maybe I'll be able to use One For All without hurting myself._

 _Here goes!_ He squeezed his eyes shut as he clenched the device in his arm. When he was done he checked his score. 56 Kilograms.

"Step aside, my friends." The dwarf boy he had seen earlier was scribbling in his book. He slapped his drawing with his hand and a creature crawled out of the pages. "Let me show you real strength!"

The creature was an anthropomorphic shark with the defined muscles of a world-class body builder. It wore sunglasses shades, and its pants reached down to knee-height. "What's up dudes? Having trouble with those biceps?" The shark grabbed Luke's and Randall's devices each and squeezed them both. Both read 560 KG. "Now that's how you catch a totally radical score!"

The dwarf boy pumped his fists into the air. "Go Rippedjaws!"

 _Name: Kei Kawade_

 _Species: Human_

 _Quirk: Artist._

 _Kei can draw a monster in his book and summon or create it! Creatures he creates only stay for 10 minutes, and he cannot use the same sketch again. His summon ability isn't specific to monsters, but the drawing must be more realistic drawing._

Peter sighed. _Even he's doing better than me._

Test #3: Long Jump.

Flash used his quirk to make a long pole to jump over the sand-bed. Kamala stretched herself over it. Peter tried using One For All to jump over it, focused on minimizing the damage to his body. He landed with his butt on the sandbed.

Nathan shook his head.

Test #4: Side to side steps.

"Okay Devil Dinosaur. I know I _said_ you could grab me but don't do it too…" the girl – Lunella Lafayette – was cut short as her dinosaur partner picked her up by the scruff of her shirt and shook her like a dog with a chew toy.

"Mr. Summers?," Peter asked, "Isn't getting help from someone else cheating?"

Nathan read his tablet. "Her Inhuman lineage is that she has a telepathic connection to the dinosaur. It's within the rules, so I'm not marking her down." He covered his face as a pile of dinosaur spit hit him. "As long as she can control the damn thing."

Test#5: Ball throwing.

Nico juggled the ball in her hand. _So if gravity keeps this thing down, then I'll just eliminate gravity._

She tapped her staff onto the ball. "Make this ball defy law and be light. Let it move with force and never rest." she whispered. The ball became covered in a gas-like purple energy. She threw the ball, and it climbed through the sky.

And climbed

And climbed

And climbed

And climbed

Nathan checked the score on his tablet. _INFINITY._ He showed the results to the class.

"W-no fair!" Sam cried, "That's impossible!"

Nico shrugged. "Eat shit, kid."

 _Name: Nico Minoru_

 _Species: Human_

 _Quirk: Staff Of One summoning._

 _Nico has a magical aptitude that is inborn in her family. This manifests in her quirk, which allows her to summon a magical staff to cast magical spells, though she cannot cast the same spell twice._

"Next. up, Peter Parker." As Peter grabbed the ball from Nathan, his mind became a sea of confusion.

 _This is bad,_ Peter thought, _I should've practiced One For All more, but It's not something you can easily learn. Worse, there's only 3 other tests. If I don't do something, then I'll be last place. And possibly expelled._

 _I won't let that happen!_ Peter let the energy of One For All flow through his body. He aimed the ball,ready to launch it as far as possible. Just before he let the energy loose he felt a ringing in his head. _Wh-there's nothing here!_

Suddenly, an invisible force hit his legs and he tripped, and the ball fell out o his grip.. _What happened?_ He felt the same force tug him by his legs and flip him upside down.

"I knew the entrance exams were flawed. A reckless idiot like you made it in, after all." The force moved Peter so he was face-to-face with Nathan. Now so close, Peter noticed one of the man's eyes glowing.

Peter gasped. "I know who you are now! You're The Relentless Time-traveller hero, Cable!"

 _NAME: Nathan Christopher Charles Summers._

 _Hero Name: Cable_

 _Gender: Male_

 _Species: Mutant_

 _Abilitiy: Telepathy._

 _Bio: Infected by the Techno-Organic virus, Nathan's body was sent to the future until he could learn to stabilize his condition with his telekinetic powers (he can still use them, but to a lesser degree). A retired-but occasional time-traveler, he has decade's worth of experience in combat, strategy, and human nature. He is still active in the kill-authorized category of heroes._

Cable glared at Peter. "Thanks for the reminder, but that doesn't change what you tried to do. I saw you use your quirk during the entrance exams. As powerful as it is, it's a hail Mary. In a real combat situation you'd hurt yourself more than your enemies. What, do you hope someone will swoop in and save you again?" The words sent a bullet through Peter as Cable dropped him. "With a quirk like yours, you'd be more of a burden then a hero. It would be better to not be a hero at all. Still, rules are rules, so hurry up and finish your turn." Peter sulked as he walked back to the pitch.

"What did he say to Peter?" Wanda nudged Flash.

"How should I know?" Flash grumbled. "Maybe he told him he's expelled."

"Hey! Mr. Summers wouldn't..." Wanda thought for a moment. She grumbled and left Flash.

Peter fidgeted with the ball in his hand. _What do I do? I can either blast this ball and get a good score, but fail the rest of the test and get expelled. Or I could throw the ball normally and still fail the test. Either way I lose._ He glanced at Cable. _That's why he knows I'm worthless. He doesn't even have to time-travel to see it._

 _Still, I can't get kicked out of MA. Not when I've sacrificed so much to get here._ He stared at the ball in his hand. He remembered how Flash had thrown it. Covered it in his own goo and made it into a football, then how he had maximized his strength in certain muscle groups devoted to throwing. It had made his throw much farther than simply throwing the ball. Peter's eyes widened. He had an idea.

* * *

2 weeks ago, back on Long Island…

"Mr. Stark, why are we here?"

"You wanted to keep running. I just chose the nearest destination. Delicacy Deli." Tony took a bite out of his Shawarma. "Mmm. Good stuff."

"Oh. Okay. I thought there was something else you would want to tell me." Tony wiped his mouth with his sleeve.

"Actually, there is one thing." Tony showed Peter his phone. "Do you know what this is?"

"Data for a human chromosome. I'm not the best in biology, but I'm pretty sure something's wrong with it." He pointed at one strand of DNA. "That has some of the genetic code for spiders. Whoever has this DNA must be pretty messed up."

"It's your DNA." Tony said.

"What?"

"I watched a recording of your performance in the entrance exams. You were sticking to walls, not using your glasses, so on."

"So? I thought One For All changed your DNA?"

"It does, but not like that. I asked Doctor Strange to get a blood sample so I could research it it. Somehow your DNA was tampered with while One For All was changing your body."

"Does that mean I ruined the quirk?" Peter gasped.

"No. From what I know the change was caused by some sort of exposure to radiation. Your volatile DNA actually saved your life, on top of giving you extra powers."

"Oh, phew. Glad to hear that. But if my DNA has aspects of a spider's genetic code…" Peter muttered. " That might mean I'll get the proportional strength of a spider. But if that's the case...Wait... Will I grow extra eyes? Hair? Am I going to turn into a spider monster?"

"Sure. And you'll be shitting silk out of your ass," Peter let out a silent scream. "Nah, Your DNA'S stable now, so you shouldn't experience anymore 'changes'. And looking at this data, you have certain aspects of a spider, but not all the abilities of a spider. Based on my research so far, you definitely don't have the proportional strength of a spider." Tony stroked his chin. "That's impossible, anyway. Spiders can only lift several times their weight because of their strength-to-weight ratio. Amazing if that ratio could be applied to humans, though."

Peter let out a sigh of relief. "So I won't transform into a spider monster and kill people to lay my eggs in?"

"No you will-Kid, what year were you born in?" Tony looked at the DNA on his phone again. "Still, I have no idea how this happened. You weren't…say…bitten by spider by any chance? I know it's sounds ridiculous - getting bitten by an animal that causes genetic abnormalities - but I still need to know."

"Yes. I went to the bathroom after the exhibition we went to before the exams and I got bitten by a common house spider."

"Radiation…spider…" Tony muttered. "The two together makes sense, but what are the odds?" He shook his head. "I don't know, kid. I'll look more into this, but all you need to know is that somehow you have spider-related powers. I suggest you experiment a bit with them."

"How?"

Tony shrugged. "I don't know. Climb walls? Shit spider webs? There's no exact method. I don't know if this a mutation, latent gene, or a quirk, but it's something you can work on and should use.

* * *

 _Thanks for the advice Mr. Stark,_ Peter thought. _I know what to do now._

"Mr. Summers, can I do whatever I want as long as I'm inside the pitching area?"  
Nathan nodded. "Just hurry up."

Peter focused his eyes on the ball. _I can't believe I'm doing this, but it might just work._ Opening his mouth, Peter felt for a feeling in his throat. A single gland he hadn't known existed. Like a second mouth, it opened and shot a fine string of silk at the ball.

He had discovered that he had developed the ability to shoot organic webs out of his mouth, similar to actual spiders. Better yet, his hands could weave it without getting stuck or tangled in them. With this in mind, Peter wrapped the ball in fine silk until he had developed a pattern of hexagons all over it, resembling the surface of a golf ball; a design he knew would make it more aerodynamic.

 _Part one down._ Peter clutched the ball in his hand. _Now, I've got to get the timing right._

Peter prepared to throw the ball. _Right now, there's no way I can be a hero. With a quirk that hurts me, lack of experience, I've got no chance._

 _But,_ Peter called on One For All. He felt the energy flow through his hands, and focused it on his fingertips. _I'll do what I can for now. Work harder than everyone else. And after that, I will be the best hero!_

"Gah!" Peter cried. At the last possible point of contact Peter let out the power of One For All through his middle finger. The ball soared through the air.

The pain hit Peter. He clutched the finger. Broken and bruised, the little finger resembled a purple stump. But his body was still working. He looked at Nathan.

"See?" He weakly smiled. "I can still fight."

Nathan didn't smile, but Peter could see the side of his mouth curl up.

"HOW THE HELL-"Flash charged at Peter. "WHEN COULD YOU DO THA-" He was cut short as Cable tripped him with his foot. Nathan grabbed him before he hit the ground.

"No harassing the students, that's my job." Nathan said. He loosened his grip and let Flash hit the ground. "Now be a good boy and get back in line."

Muttering, Flash walked away from Peter. He glanced at him over his shoulder.

 _Quirks manifest when the person's around 4 years old._ He thought. _So how in the hell did bug boy get one already?_

 _Doesn't matter. He's still a little runt waiting to get squashed._

 _He's not better than me. No way._

* * *

3 Tests later….

Peter fell onto the ground, drenched in sweat. Using his spider-powers, One For All, it was tiring, like working out a muscle for the first time. To make matters worse, the pain in Peter's hand made it hard to focus. Other than the ball-throwing test, he'd failed all the tests.

And last placed would be expelled.

He walked over to the crowd of students surrounding Cable. _Hopefully what I did was enough._

 _Hopefully._

"Alright everyone. I have a list of all your test scores. For the sake of time I'll show them you all now." Nathan projected the tests results into a hologram. Fingers-crossed, Peter checked for who was in last place.

20\. Peter Parker.

His head sagged. _Of course it wasn't enough. Only one good test results isn't enough to change the inevitable._ _I'm sorry I-_

"Before we head back to class I should mention that the expulsion I mentioned earlier was a lie," Nathan announced.

"WHAT!?" Everyone cried.

"I had to motivate you to do your best and it worked. Like I said, students your age have a talent of wasting your time." Cable began walking away. "You can head back to class now. I have other things to do."

When he was out of sight the whole class breathed a sigh of relief.

"It was a lie?"

"It makes sense. It would be ridiculous to expel someone after their first test."

Peter let out a sigh of relief. _I'm still in MA._

* * *

Nathan walked down the hallway. Without any indication he stopped. "What do you want?"

Behind him, Tony – suited up in his latest Zeta-series armor - glared at Nathan. "I saw what you did with class 1-A. I know you would've expelled that kid in last place. Based on your report, you even expelled an entire class once in 2016." Tony loomed over Cable. "Ring a bell?"

"Yes."

"Then why didn't you expel him?"

"You want him gone so badly?" Nathan joked. "It's because he has potential. At the moment it's not much, but it's not zero." Cable brushed past Tony. "I'll always take out those with zero potential. There's nothing worse than stopping someone's dream mid-way."

"One last thing. As a time-traveler, did you ever travel to the future to see what someone would become?"

Nathan paused. "Once."

"When?"

Nathan ignored Tony and kept walking.

 _He's not completely heartless. In a way he cares for the students. Still,_ Tony thought. _I'll keep an eye on him._

* * *

"So who was that guy Peter?" Wanda asked.

Peter glanced at his hand. He had visited the nurse's office again, and his bruised finger was wrapped in a cast.

"Who was he?" Wanda asked again.

"Sorry, I was distracted. What did you say?" Peter said.

"Wanda was talking about Flash Thompson." T'Challa walked towards them. "The loud, blonde-haired boy who can control his secretions."

"Yeah him! Do you know him Peter? He kept screaming 'Damn you bug boy!' or something at you."

"I do. We used to be childhood friends."

T'Challa shook his head. "That is no friend. I'm surprised anyone could raise him. His name-calling is especially bad. For instance, he once called me Pink Panther. Do I look pink?"

Wanda looked at T'Challa. "Well, no, but the name makes sense."

"I am pink?"

"No! In the America, Pink Panther is a character from a cartoon,"

"Ahh, and because my father is the Black Panther, and I have panther-like abilities." T'Challa paused. "So Flash thinks Peter looks the bunny from the Looney Toons show?"

"No!" Wanda groaned. "It's because...because..." T'Challa stared at her like a curious cat. "Help me out here!" she whispered to Peter.

"Oh, yeah," Peter blushed. "It was when we were kids. I showed him my dad's spider tank once."

"Spiders?"

"Yeah. One of my dad's hobbies was studying Arachnids. Anyway, he made fun of me for it, and now he calls me bug boy."

"But bugs aren't spiders," T'Challa said. "If anything, he should be calling you spider boy."

"Try telling that to him. But it doesn't bother me much" The three of them began walking home together.

 _There's a lot that I can't do,_ He thought. _And I have a lot of work ahead of me._

 _Still, at the very least I can enjoy the friends I have around me. Right, Mr. Stark?_

* * *

 **Author's Note: This is the end of the chapter.**

 **Digital dab.**


	6. Chapter 6: Combat Practice Beatdown

**Author's Note: I published this ahead of web stories because 1. New Year's Eve passed and talking about death would be a downer. 2. This was fun to make. This chapter is also longer than the usual stories, mainly due to the fight scenes.**

 **There'll also be slight changes to previous chapters. Mainly grammar-errors. These include:**

 **1\. The students called Nathan Summers "Cable" despite not knowing his name yet nor it being normal for a student to call a teacher by their superhero name. Unless, of course, if they're in their superhero costume.**

 **2\. Misspelled Daniel Rand's name as "Randall" in Chapter 5**

 **2\. Making Uncle Ben younger in chapter 2. Because in it his current age was 68. Say at most Peter's parents were, at most, 40 when he was born (old but possible). Uncle Ben would've been 54** _._ **A 14 year age gap. Not impossible, but definitely unlikely. I'm changing his current age to around 53.**

 **Other than that, enjoy.**

* * *

Chapter 6:

Ma's curriculum wasn't that different from a normal school. While MA was a hero school, they were expected to teach education like any other. For today, he had to go to English and Global language.

At the middle of the day, he got to enjoy lunch in the main cafeteria with Wanda and T'Challa. The two usually bought food from the cafeteria, but Aunt May usually packed something for him, so he didn't buy anything. And even though he was at a new school, Aunt May never forgot Terrific Tuesdays.

"Peter, what are you eating?" T'Challa asked

"Oh. My Aunt packed me some pizza." _That's right. T'Challa was raised in Wakanda._ "They don't have Pizza in Wakanda?"

T'Challa shook his head. "Not many international businesses open up there. My country still prefers to be isolated. My father is slowly changing that."

"That's good." Peter rubbed his hands together. The brilliant fragrance of the classic pepperoni and cheese combo made his mouth water. "It's pizza ti-"

"Can I have a bite?" T'Challa asked.

"Sure. Can't finish on my own anyway." He gave T'Challa a slice. He sniffed the food, then took a single bite out of it. "Hmm. Decent."

But in the afternoon, the MA curriculum changed drastically. Because that was when Basic Hero training started...

"Helloo Class 1-A!" The students gasped as Iron Man flew into their classroom.

"It's him!"

Butterflies fluttered through Peter's stomach. "He's got his latest suit on!"

"The Invincible Ironman!"

"He's actually a teacher at MA!" Luke Cage turned to his friend, Daniel Rand. "You owe me five bucks!"

"Hey, hey now, everyone take it easy. There's plenty of me to go around. Literally." Several Ironman drones came walking into the class carrying bags. "We've got a busy day today so I'll be brief. You all know me as the Invincible, some may say available, Iron Man. I'll be one of MA's science teacher and your combat instructor for the year. This class is about teaching you MA students the very basic about what it takes to be a hero. Of course, there's a bunch of political and economical sh-I mean stuff included in hero work, but we'll get into that stuff later. Today, we'll be doing some intense combat practice."

All the butterflies in Peter's stomach turned into spikes. "Combat?"

Behind him, Flash grinned at Peter. "Combat."

"Today, you'll get to wear you hero costumes." The whole class cheered. "The costume's you've have all been finished. Now you'll be able to put them to good use. These drones will give you your respective costumes." Tony fired up his thrusters. "After you're done, meet me at Ground Beta. See you there!" With that, Tony blasted through the door.

 _That was so cool!_ _But can Mr. Stark just waste his quirk like that? I guess it's O.K, as long as he doesn't overdo it._ One of the Iron Man suits gave Peter his costume.

"No costume inside."

"it's okay." Peter opened his bag. "I have it in my bag." The drone walked away.

One of the students – Laura Kinney, if he remembered right – glanced at his costume.

Peter waited for her to say something. She continued to stare at him in silence.

"What?"

"Your costume looks home-made."

"Oh, yeah. I wanted to make some custom modifications to the costume. I wasn't sure how to describe them to the company, so I decided to do it myself." _At least, that's the half-truth…_

* * *

 _Some time ago..._

Peter stared at the paper. It was the letter he intended to send to school about his suit. Hero costume applications had to be sent in with their acceptance to be enrolled at MA. They required students to send their desired designs, power info, and measurements. He'd already solved the problem with his quirk registration with Tony. Apparently, you could change what your quirk was every once in a while, as quirks and powers themselves were complicated. He even finished measuring himself. He just couldn't come up with a good costume.

He could go with something like Iron man: Red, skin-tight suit with golden lines racing across his body. But that would look to similar to Iron man, and he didn't want people questioning why a young kid in spandex was dressing up as Iron man. Plus, he wanted his costume to benefit him the most. Problem was, as much as he experimented with his powers, he worried the support company would make some error. For instance, if asked for a suit to let him stick to the wall, they'd make it without gloves. But his quirk could work with gloves on. They'd just need to be custom designed.

Maybe he knew he was just being silly. He did believe the support company could build him an awesome costume. But he felt like he wanted to know the suit from the inside-out. A suit he could upgrade as he developed new gadgets. He just didn't know how to make both ends meet.

As he thought over the issue the door in the apartment swung open.

"Peter, you here? I've got a surprise for you!"

"Later Aunt May!" Peter called back. "I'm busy with MA stuff!"

Peter felt a large piece of cloth hit him in the head in response.

"Ow-what is this?" He examined it. It was a large red hoodie with a zipper down the chest. "A new jacket?"

"It's your hero costume!" Aunt May cheered. "I know its lame, but we could work on it!""

"It's...pretty close to what I wanted. How did you know?"

"I...kind of peeked at your notebook while you were sleeping." May admitted.

"W-what?"

"It's okay. I only looked at your hero ideas. They look awfully similar to that hero Iron Man, though. You should try to be original."

"Why did you buy this?"

"Well, it's no state-of-the-art suit MA offers. I mean, you don't have to wear it. It's still great as regular clothes. But…" May Parker paused. "I used to believe Ben is the reason you loved heroes so much. After the doctor's appointment with Doctor Octavius, I blamed him for your sadness. I even made Ben 'apologize' to you after that appointment. I never asked him to do it, but I did guilt-trip into regret, and it's my fault Ben said that terrible thing to you. Now I know that's not the case."

"Your own kindness, admiration, is what led you to love them. You still dreamed of being a hero, even after everyone said it was impossible. Ben was the only one to know that, and he was just encouraging you the whole time. And with Ben gone, I think I'll have to take up his job now." She held the hoodie up proudly. "So from here on out, I'll support you, Peter. What do you say?"

He took the hoodie from Aunt May's hands. _So this is how she feels now._

 _After her own husband dies. After I get accepted into one of the most dangerous jobs on Earth, she still wants me to be happy._

 _If that's the case, then of course I'll wear this._

* * *

"All right everyone, you're looking fabulous!" Iron man remarked. "Now let's see. Who's not here yet?"

"Sorry I'm late!" Peter called.

Thanks to Aunt May's god-tier sewing, the suit he wore looked homemade, but respectable. There was now a black spider sewn onto his chest, and he wore loose jeans. It made him look more like a regular kid than a superhero, but he liked the simplicity. The only two gripes he had was that his mask was a balaclava with two eye holes, and that he had to wear biker gloves. Still good for something home-made.

"Iron Man, Peter's here!" He recognized Wanda's voice. His jaw dropped when he saw her.

She wore a red, sleeveless bustle on top of a short skirt, pants, and leggings. Compared to her, Peter looked like he was ready for bed.

"H-hey Wanda, nice hero costume!" Peter blushed. Blushed!

"Thanks. It helps to have telepathy as a superpower, Though I think I shouldn't have worn the bow." Wanda adjusted the red bow on her head. "I don't want it to get damaged."

"No! Don't adjust it," Kei yelled as he frantically scribbled away in his notebook.

"What's wrong?" Wanda asked. Kei pressed his hand onto the drawing and pulled the bow into reality. Wanda touched her hair. It was gone.

"As an artist, I strive to improve my abilities. My goal is to draw almost anything, monster or not, with speed and accuracy!" He handed the bow back to Wanda.

"Would you want me to pose then?"

"ABSOLUTELY!" Wanda modeled herself as Kei scribbled furiously in his notebook.

"Now that I have everyone's attention," Iron man coughed. "and I meant _everyone..._ _"_

"I CAN MULTI-TASK"

"Let me explain today's lesson. Today we'll be combat training, to hone on your fighting skills. But this time around, we're not fighting robots. You'll be fighting each other. Granted, no killing or serious injury allowed."

"How do we win?"

"Can we attack other students?"

"Will we get expelled if we fail?"

"Are we in teams?"

"Can we choose teams?"

"DOES THIS PICTURE LOOK LIKE HER?"

Iron Man glared at them. "I'll explain. Yes, no, yes, no, and no. You only managed to draw her chin."

"It's a very nice chin," Kei whined.

"Alright. Here's what we're going to do. Everyone will be put into teams of two. The combat will take place inside a building, and have two teams against each other. The situation is that one of the teams have hidden a bomb inside their lair and are guarding it. They are the villains. The other team is the heroes, whose mission is to locate the bomb and capture it. In this case, touching it does the job. The villains win if they defend the bomb for 15 minutes or capture the heroes, and the heroes win if they capture the bomb or the villains."

"I've already randomly picked everyone into teams. I'll only say them once so pay attention."

 _TEAMS:_

 _TEAM A: Peter Parker and Wanda Maximoff_

 _TEAM B: T'Challa and Eugene Thompson_

 _TEAM C: Daisy Johnson and Kei Kawade._

 _TEAM D: Sam Alexander and Kamala Khan_

 _TEAM E: Robbie Reyes and Scott Summers_

 _TEAM F: Lunella Lafayette and Carl Lucas._

 _TEAM G: Nico Minoru and Daniel Rand._

 _TEAM H: Aiden Gillespie and Lin Li_

 _TEAM I: Pietro Maximoff and Gwendolyn Poole_

 _TEAM J: Laura Kinney and Doreen Allene Green_

"Okay," Ironman displayed a randomizer. "And the first team to go is…"

"Team A as heroes and Team B as villains!" Peter's fingers went numb

 _Me versus Flash? I guess it was inevitable._

"Alright everyone. The villains have 15 minutes to set up at building block 5D. Everyone else will watch from the sidelines in a computer room. Remember, this is a simulation, so go all out! I'll stop the training if it goes too far. Let's move out people!"

As the students dispersed Flash grabbed Peter's shoulder.

"I know you didn't forget that fight before. You don't get to call it off now, Peter." He growled. "And you better not go easy while I smear you against the wall!"

"S-sure," Peter stammered.

* * *

The 'villain's lair was a 4-story building. At the top floor, T'Challa positioned the bomb at the center of the room. "The bomb is ready, Flash. Now we must strategize with the time we have." Flash ignored him.

He was using a combination of his dad's old military gear and a football helmet as armor. He focused his symbiote around it into a formidable suit of armor. He tossed the helmet aside.

T'Challa gave an exasperated sigh. "I said we should start pla-"

"How long do you think Peter's had a quirk?" He interrupted.

T'Challa shrugged. "When he was a child. Like everyone else does. I thought this was common knowledge. It could be different if it was a mutation or he was an inhuman."

"Neither," Flash muttered. "He enrolled at school as a human. Meaning he kept it a secret." He clenched his fist. "All these years he's been playing me like a joke..."

"Peter keeping his quirk a secret? Well, you do shout at him a lot. Maybe he never got the chance to tell you... Sweaty man."

"Shut up." He growled. He began to walk towards the staircase. "I'll teach that damn nerd not to mess with me."

"Our main objective is to protect the bomb. As much as I hate having to do it as a villain, I would like to have an A+ this year."

"Then stay here and be quiet."

"Do not let personal grudges compromise our grades," T'Challa argued. "Iron man might grade us as a team."

"Sure. But "That's why I'm not compromising any of that. I've been messing with him for years, I know how he acts. He won't get the better of me today..."

* * *

"Alright, battle plan!" Wanda reviewed the buildilng's floor plan. "It's likely that they hid the bomb on the top floor, so if we start our search from there we'll get the drop on 'em. You can climb on walls, right?"

"They'll expect that. T'Challa will probably be waiting for me there. But since we're on the clock, we could skip a few floors."

"After that, we'll blast our way through! You can use your quirk to knock Flash and T'Challa aside."

"I can't. This simulation is supposed be like real-life. Plus using my quirk puts a strain on my body."

Wanda pursed her lips. "Then what about your bracelet thingamabob?" she pointed at the contraption Peter was attaching to his wrist.

"This?" Peter muttered. "It isn't meant for breaking things.""

"Got it. Any ideas Peter? Peter?" Wanda waved at Peter. "Hellooo? Earth to Peter Parker?" she poked Peter's forehead. "Gross. Your sweating like crazy."

"Sorry, it's just that we're a bit out-matched at the moment." He sighed. "First off, there's T'Challa. His quirk is already formidable."

 _NAME: T'Challa_

 _QUIRK: Panther_

 _T'Challa has all the abilities of a panther, those being increased agility, speed, and so on! As a tradition of his family, his claws are coated in Vibranium._

"And Flash…" Peter's voiced dropped. "Flash is well…"

"A jerk?"

"Amazing, actually. As…endearing and terrifying as he can be, he got one of the highest scores at my school, while also being in the Quirk Football team. To add on, he's got a great quirk." Peter felt goosebumps along his back. "His quirk is that he can generate and control this symbiote through his sweat glands. It's great in both increasing his attack and defense."

"As a bonus, the symbiote can feed on his adrenaline and multiply. So the more Flash exerts himself, the more organic matter he can produce. I don't know T'Challa's major weaknesses, but I can tell you that anything that disrupts Flash's concentration works. Fire too."

"He sounds tough."

"Yeah, and I'm going to be his main target."

Wanda rolled her eyes. "I wonder why…"

"I mean more than usual. I…I challenged him to a fight once but I didn't show up. I didn't want to misuse my quirk for something as petty as that. Still, I think he took it the wrong way." Peter stared at his feet. "He hates me even more now. And with everything he has, I feel like I can't win. But if either of us want to get far in MA, it all starts with this simulation. So I can't lose to Flash." Peter clenched his fist. "So I won't lose."

Wanda looked at Peter. "I think you mean we won't lose."

"I-Of course we win together. I meant I won't lose to Flash. You don't need to get involved, it's not your problem..."

"Of course I need to. We're a team. A superhero team! So let's do our best and not screw up, together!"

Peter felt a warm feeling rising through his body. He smiled at Wanda. "Okay!"

* * *

The two students barely made a sound as they crept through the building. Peter's training had paid off, as he'd been able to carry Wanda as he wall-crawled onto the second floor. The problem was that floor itself was poorly lit. At his right, Wanda used her hexes as a source of light.

"You sure this is a good idea? It'll attract their attention."

"T'Challa and Flash are dressed in dark costumes. We aren't. We can't let them catch us by surprise." _It won't stop them from trying to get the jump on us though, especially with all these blind spots_ Peter thought. _Until we can actually fight them, we're in the dark. Literally._

 _Even if it were a face-to-face fight, I still can't control One For All. As strong as Flash is, a 100% punch could kill him. I have to be smart about this. We'll have to do what we can with my spider powers and Wanda's hexes._

 _All I can do is climb walls, spit webs, and dodge things. Even climbing the ceiling now, though great for hiding from the villains, would be tiring._

As the two turned the corner, he noticed a droplet of some black liquid run down run down the space between the two wall panels.

He realized what was wrong before his spidey-sense began tingling. The liquid stopped moving.

"Wanda!" The two of them leaped to the side just as Flash smashed his way out of the wall. _He used his quirk to rip the wall panel out and use it as cover!_ He ducked as Flash tried to hit them with a massive fist. The attack missed and splattered against the neighboring wall.

"Huh. Better than I expected." He dusted himself off. "But you're still nothing!"

Wanda glanced at him. "Peter! Your mask!"

He touched his face. During the attack, Flash had managed to swipe off his mask. It now laid in a shattered heap against the remains of Flash's symbiote. "I'm fine. We've got bigger problems now."

"There is no we," Flash growled. "There's just me and bug boy right here!"

* * *

The rest of the class winced at the camera feed.

"Yikes. That was a close one" Luke winced.

"Smart plan," Daisy began taking notes. "Prepared a sneak-attack to buy time. Using his quirk to dig a hole in the wall to hide in, and covered it up with a wall panel. Cunning."

"SNEAK ATTACK?" Aiden Gillepsie yelled. "That's the lowest form of combat known to man! Not even the Scots would think of something so low!"

"Lower your voice, there's no one to yell at. Besides, Flash can't because his mind is connected to the symbiote. And the symbiote feeds on his body's nutrition. Without Flash's body to feed on, the symbiote would die. And since the symbiote can't move on it's own, and Flash can't focus on recalling it back, the remnants die.

"You're right. It's listed in his files." Ironman turned to Daisy. "How did you know that kid?"

"I was raised by S.H.I.E.L.D members to know the parameters, members, and other important details about any situation I'm in. Therefore, I've taken it as my duty to observe and study all surrounding students." She pointed at Luke. "Your name is Lucas Cage."

"Glad you heard of me, but my friends-"

"Know you as Luke," Daisy finished.

"Ooh, ooh me!" Gwendolyn waved. "What do you know about me?"

"I have not put you on the priority list. I only know your quirk."

Gwendolyn pouted. "But I don't wanna be a side character…"

* * *

"Get back Wanda, I've got this!" Peter cried.

Flash cracked his knuckles. "Good. I get to pummel you one on one! Albeit, not enough to cancel the training, but I can get damn close! Come at me nerd!"

Like a runaway train Flash charged at Peter. To his surprise, Peter spun to the right; avoiding the attack. _Just like my Hero notebook, issue 13. Black Widow's spin kick_ _!_. He kicked Flash in the back with his . He stumbled forward. "How...YOU BASTARD." Flash lunged. Peter glanced at his foot. Predicting his attack, Peter ducked Flash's left jab. Back against Flash's chest, he grabbed his arm. _Hawkeye's hand-to-hand grab special. Issue 4,_ Peter's muscles burned as he threw Flash over his shoulder. _Back throw!_

Flash coughed. "DAMMIT! Where'd you learn to fight like that?"

"You start every attack with your right arm. Every. Time." Peter cried. "Remember that book you ruined? That 'hero book?' Well, it had notes on a lot of superheroes. Their fighting styles, moves, abilities. I knew you were going to ambush us. How you'd fight. Not just because I've studied heroes my whole life, but because I also studied you! You may have bullied me for years, but I'm not defenseless bug boy I was back then."

He thought back. About all the time's Flash had called him bug boy. How his father had given him a fish tank full of spiders that he still cherished to this day. How, when he was younger, Flash had made fun of him for having it. Joking that it was weird and ugly. But it had belonged to one of the people he had loved the most.

He recalled his conversation with Wanda and T'Challa yesterday. "You hear that? Things have changed! Several years of calling me a name that doesn't even make sense. It's different now! Because now, Spiderman is the name of a hero!

Flash glared at Peter. "All right, Ass-o-pod. Name change it is then. JUST STOP BEING SO DAMN HEROIC!" He charged at Peter.

"Wanda, like we planned, now!" Wanda nodded and ran away. _I knew Flash would focus on me, and we can't take T'Challa and Flash on at the same time. So we divide and conquer._ Flash had caught on, now. He brought his body down low- ready to tackle Peter. Luckily, he'd seen him do this in football before. He ducked underneath the attack and swiped Flash of his feet. He was ready this time, though, and he rolled out of his fall. When he looked back up, Peter had disappeared.

"Gah!" _Dammit. He knew I'd retaliate. Smart._ Flash bit his lip. _Smart._ "YOU THINK YOU'RE SO SMART PETER?" He yelled. "You're shivering. Terrified. Scared. but you still want to fight me! WHY CAN'T YOU JUST FIGURE OUT I'M BETTER THAN YOU, IDIOT?! GET BACK HERE AND USE THAT HIDDEN QUIRK OF YOURS!" He screamed. "I'll find you! You won't win!"

* * *

Wanda was able to make it to the top floor, thanks to Peter's distraction. She peeked from behind her cover. The bomb was at the end of the room. For some strange reason, T'Challa was meditating in front of it; both eyes shut. He wore a skin-tight black suit with silver lines that raced down his chest.

He opened one of his eyes. "I see you there, woman of good heart."

"T'Challa?" Wanda asked. "Why is your voice so deep?"

"It has always been this deep, puny hero." T'Challa pointed at Wanda. "You dare foil my master plan! Ha! You are a fool for thinking you could defeat me. The emissary from hell itself! The Black Panther!"

"Wow. Good villain impression."

T'Challa grinned. "Are you sure? I was thinking of sounding more rabid, but I think…" he shook his head. "Stop with your trickery, witch! I won't let such words distract me from my goals for world domination! With this bomb, I will force the governments of the world to bow before me! For I am the Black Panther, and my power is as dark as the..." Wanda fired a bolt at him. He dodged it. "Hey!"

"Sorry! You were droning on and on and on. Your villain impression is really nice, but we're kind of on the clock, and you're eating up a lot of time..." Wanda paused. "T'Challa! You sly cat!"

"Ha! I can play word trickery too, witch! Now, let us fight, though I don't see how you stand even the slightest chance! I have removed all items from this room. There is nothing for you to move or mess with. To worsen your woes, I have also used Flash's capture tape to tie the bomb to the nearest column! You cannot pull it towards you!"

 _Flash wasted all his tape? What's he going to use to capture Peter?_ A chill traveled down her spine. _Oh no…._

"So? I still have this!" Wanda fired a bolt of energy at T'Challa. It had enough energy to send him flying across the room. He only flinched, as the suit absorbed the energy.

"Ha! Puny hero, my suit is made out of vibranium! It is built to absorb any energy inflicted upon it, decreasing the impact of any kinetic attacks. And, as I predicted, your 'magical' hexes only inflict kinetic attacks! Now do you see the peril you are in?" He villain-cliché laughed. "Your powers are useless!"

Wanda grimaced. "You're getting really good at this…"

* * *

Flash ran down the maze-like structure. _Damn him. Where is he?_

"Maybe the little twerp is at the staircase." Flash was startled by the voice.

"Who's…" He rubbed his temple. "Not now…"

A small blobby head appeared on his shoulder. "Maybe he's cowering in fear, prepared to run at a moment's notice!"

"Shut up!"

"Who are you talking to?" T'Challa asked through his communicator.

"None of your damn business. Is Wanda there as planned?"

"Yes. I can hold her, for now."

"Good. I'll catch up once I'm done." Flash replied.

"Get the twerp! Fight him! Tear his guts out!" The little blob chanted.

Flash sighed. He noticed a camera on the wall. He pretended to press his communicator, making it look like he was talking to T'Challa "I thought we made a deal. No talking when other people are around."

"But there's no one here!"

"Idiot. Cameras, communicator. Do you want others to think I'm crazy?"

"But I barely get any free-time outside your body!"

"You'll get it later, twerp."

"Fine. On one condition."

"More chocolate?" Flash asked.

"A name!"

Flash sighed. _I can't believe I'm doing this._ "I thought being called a symbiote was enough."

"You gave Spiderman a name. I want one too!"

"His name isn't Spiderman. It's Peter."

"I'm pretty sure he said Spiderman."

"Look. I'll give you a name. Just shut up!" Flash thought for a moment."What about Charles?"

"No."

"Riot?"

"Nope."

"Carnage?"

The blob shuddered. "I still have nightmares of that guy."

"I didn't know you even had dreams."

"Well I have feelings too."

"Fine," Flash grumbled, "what about Venom"

The symbiote thought for a moment. "That is nice! Where did you pull that lucky diamond?"

Flash shrugged. "Just shut up and don't make me look like a psycho." He pushed Venom back into his suit and began hunting again. "GET BACK HERE PETER! USE THAT DAMN QUIRK OF YOURS SO I CAN SHOW YOU WHO'S STRONGER!"

"Hmp." Venom grumbled. "And he thinks I'M the problem."

 _NAME: VENOM_

 _The symbiote Flash's body produces and uses as part of his quirk. The two live in a form of symbiosis known as Mutualism, where both parties benefit. Flash uses it as a weapon, Venom feeds off his body's nutrients. Despite it being similar to Klyntar, any pain it experiences seems to be carried by Flash (so if it was set on fire Venom wouldn't feel anything, but Flash would feel the burning pain). Furthermore, Flash has master-control over Venom's body. Meaning unless Flash allows it, Venom can only produce a 'head' when Flash is actively using his quirk. It seem's content with this relationship, though, and seems to have a mind of it's own._

 _They have a deal, where Flash can use his quirk without Venom showing up, and Flash feeds him chocolate, as it contains_ _phenylethylamine, a chemical Venom craves._

* * *

Peter scanned his surroundings. No one. He turned on the communicator in his ear. "Wanda, how are things going for you?" he whispered.

"Not good!" she yelled. "T'Challa has this weird suit on that absorbs my attacks. Plus, there's nothing I can throw at him!"

"Can't you toss him aside with your hexes?" Peter asked.

"No! The more complicated an object is the more tiring it is for me to move it. I can only move T'Challa for a few seconds before I get dizzy. Right now, I'm holding him off by using the capture tape and my hexes together." _I remember that,_ Peter thought. _If only Flash would leave himself open!_ "We only have 5 minute left, Peter!"

"I know." Peter thought for a moment. He looked at his right arm. "Okay, okay. Try to find a weakness in his suit, I have a plan. I won't let us lose this fight."

"What plan?" Flash snarled. Peter dived out of the way as Flash threw a right punch into the wall. "You still think you can win?"

"I'll beat you! Even if you use your quirk at 100% Peter!" Flash yelled. "Which makes me ask, WHY AREN'T YOU USING IT!" Flash beat his chest. "Do you think I'm too weak for it? HIT ME!" Flash charged at Peter.

He threw his right arm at Peter. _Just like before. He always starts an attack with his right arm. But he knows I know that already. So he wants me to punch him. With One For All,_ Peter clenched his fist. _No! I can't use it like that!_

Peter slid underneath the blow. He had the capture tape stretched out, ready to tie it around his legs.

Flash had expected it. With his left hand he grabbed Peter by the hood of his shirt and threw him several meters away. He crushed the Capture Tape. "I knew it! You're still holding back!" Flash reached into his pockets. "So if you won't fight me at 100% of your power, then I'll force you to!" Peter looked at the item in Flash's hands.

It was a gun. A pistol, to be exact, with a large plastic tube attached to the end like an over-sized suppressor.

Peter felt his breath quicken. His heart pounded in his chest. "Wh-what- Flash! That's a gun!"

"Custom-built for my quirk. Did you think these pockets were just for show? With it, I can use my quirk as the bullets for this gun." The symbiote formed around the gun. "They won't be as hard as normal bullets. Besides, if I just hit your shoulder, you won't die, so they can't cancel the training." A finger-sized bullet formed inside the tube. Flash aimed the gun at Peter. "You gonna use your quirk now, 'Spiderman'?!"

"Flash, Don't!" He squeezed the trigger.

A loud BANG went off throughout the building.

* * *

"What was that noise?" T'Challa shouted. "Was someone shot? Are there villains here? Flash, was that you?"

 _It sounded like a gun,_ Wanda thought. _I'm too far away to tell, but he's distracted!_ Wanda made a beeline for the bomb. _I've got a chance to end this!_

T'Challa came to his senses. "Halt hero!" He blocked Wanda's path. "You aren't getting anywhere near the weapon!"

She aimed her hexes at his foot and made T'Challa lose his balance. "A hand or foot isn't as complicated as an entire body!" Wanda clutched her stomach. "though moving anything organic is all-around unpleasant..." her fingers reached for the bomb. "But it's worth it!"

Barely inches away from the bomb, T'Challa managed to grab her. "You forget, hero, cats can land on two feet!"

"That's not even how the saying goes!" Wanda struggled in T'Challa's grip. He had his arm wrapped around her – trapping her. With his free arm he dug into his pockets for his capture tape.

 _Pockets?_ Wanda thought. She glanced and saw that T'Challa's costume had pockets sewn in them. They hadn't been there before. As he pulled out the tape, he tapped the bracelet around his neck. Suddenly, the pockets were sealed again. _His suit is like a machine, controlled by that necklace. And as long as I know what the machine is, I can use my hexes on it!_

Wanda cast her hexes on T'Challa necklace. The device flickered and parts of the suit disappeared. "What is this magic?" His grip loosened and Wanda shoved him aside. His suit re-booted and fixed itself as the hexes effect's wore off.

"I will not be a man who dishonors my family," T'Challa extended his claws. "Try that again and I will cut you down to ribbons!"

* * *

Peter bit his lip. He had been almost too shocked to move. To shocked to see another gun. His Spidey-sense had snapped his out of his trance, but the bullet had already hit him in the shoulder. There was a nasty red bruise there.

"Can't lose focus." Peter muttered. Flash fired another shot, but this time Peter was ready. The bullet grazed his shoulder as he leapt to safety. He activated his communicator. "Wanda, any progress?"

"Come on Peter. Do it! Use your quirk!" Flash snarled. Peter ignored him, whispering something about 'position' and 'suit.' _Catman better not be messing things up_ He thought. He pointed the gun at Peter. "I said use your quirk! Running won't save you!"

"Flash!" Ironman yelled on the comms. "Do that again and your team will be disqualified! Shooting a gun in a public building is no way a hero should act! Especially with "

Flash began shaking with rage. "SAYS THE GUY WITH MISSILES ON HIS SUIT!" He charged at him.

 _Can't dodge this one, he already knows my moves._ Peter readied himself. _I'll counter attack!_

Flash threw his weapon at Peter. Thanks to his spider-senses he avoided it, but the distraction allowed Flash to land a solid punch on Peter's face. He stumbled backwards. _Too quick!_

Flash lunged at Peter again. This time, Peter was ready. He punched Flash, only for his hand to pass right through his face. _What?_ Peter noticed that he had actually punched was a dummy made out of his symbiote.

He glanced at his left. The real Flash was there; his left half connected to the symbiote dummy. It fused back into Flash and formed a massive arm.

"HEY PETER! I CAN USE MY LEFT ARM!" He taunted as he punched Peter in the gut. Before he could recover, Flash grabbed him and shoved his knee into Peter's stomach and shoved him onto the ground.

"What were you saying before, Peter? That you wouldn't lose?" As Peter tried to crawl away, Flash pressed his foot onto Peter's back. "Am I right? Did I hear you wrong? Did you say you were better than me?"

"PROVE IT!" Flash yelled. He stomped on Peter's back."USE. YOUR. QUIRK!"

"STOP RUNNING FROM THIS FIGHT! YOU AVOIDED ME AT SCHOOL, AT YOUR UNCLE'S FUNERAL. DO YOU PITY ME OR SOMETHING? FLASH THOMPSON IS NOT WEAK!"

"Eug-eguene," Peter whispered. "S-sorry for t-"Flash kicked Peter's in the ribs.

"STOP CALLING ME THAT IDIOT! I DON'T NEED HELP FROM SOME WEAKLING LIKE YOU!"

Peter pointed his hand at Flash in a weird hand-gesture. "T-that wasn't what I was apologizing for." Suddenly, a thick sheet of webbing shot out of Peter's wrist contraption; wrapping around Flash like a net. "Web shooters. Made from synthetic silk. They should keep you busy..." Flash began using his symbiote to slide out of the webbing. "For a few seconds..." With that, he began running away.

* * *

"That student should be expelled," Daisy commented. "He could've killed Peter, and his fighting style is concerning."

"You mean it's too barbaric?" Luke asked.

"The opposite. I recognize a couple of them; the long knee, for instance. It's a move from the US army. And how he used misdirection to avoid Peter's attacks. Flash is smarter than he looks. Peter has done well to survive for so long."

"His defeat is inevitable," Laura added.

 _Me too_ , Ironman thought. _His fanboy knowledge of superheroes helped him earlier on in the fight, but Flash is adapting quickly. Using that against him. At least he's still somewhat in control. His attack's aren't meant to actually kill Peter. He isn't willing to hurt him to the point he fails this simulation, but he's definitely willing to push the boundaries of what's allowed._

"Aaand Peter's running away," Luke shook his head. "Sad. And there's only two minutes left! At least he got a few good hits on Flash, though."

"I'd like to see how his bracelet was able to shoot silk like that. And how much it cost!" Lunella jumped up and down. "I'll go ask him afterwards."

"If he's still alive," Nico joked. "He's a strange kid, though. He hasn't used his quirk once yet. Plus, he's not even running in the right direction. He missed the staircase!"

Ironman looked at the screens. Peter positioned himself at end of the hallway, still within Flash's line of sight. _What are you doing?_ He thought.

* * *

Flash used his symbiote to slide out of the netting. As he re-assembled it onto his body, He glanced at the end of the hallway. There he was. Waiting. His costume was in pieces, and he could barely stand. "Wanda. I'm in position. Please tell me you're ready…" Peter muttered.

"You. Damn. IDIOT!" The ground shook as Flash approached him. "You try to beat me. You don't use your quirk. Do you think I'm weak? That I can't handle you at 100%?" Flash clenched his fist. "DO YOU THINK I NEED HELP FROM SOME SMART-ASS LIKE YOU, BUG BOY?"

"You're still the same quirkless loser I trashed in middle school. Or maybe you weren't quirkless at all, because somehow you're able to get into F cking MARVEL academy with a quirk! So you were laughing, behind my back, about how poor little Flash was pathetic. How he'd never be able to fight you. IS THAT WHAT YOU THINK OF ME?"

"N-no." Peter shivered. "Actually… I think you're pretty cool." Flash froze. "You've got a great quirk, you're the best athlete I've ever seen. And you're really smart. Both in strategy and in class." He clenched his fist. "And that's why I want to beat you. To surpass you. Because you're so cool and everything. Don't you get it? You being so amazing is the reason I want to fight you! you…you" Peter looked into Flash's eyes. "YOU IDIOT!"

"GO TO HELL, PARKER!" Flash and Peter lunged at each other. Flash's right arm swelled to an enormous size. Peter's arm began to glow with the power of One For All

 _20 seconds left_

In the watch room, Ironman stared at Peter. _I have to stop this. They actually might kill each other._

 _But he needs this. To help his confidence._ Iron Man rubbed his forehead. _Would killing someone really help his confidence?_

 _Forget that. Flash would die if he took a direct punch. I have to stop this._ Tony's hands clenched around the microphone. "Students st-" Iron Man looked at Peter one more time. He remembered all the time's he'd train with him, how badly Peter wanted to be a hero. How far he'd risk himself to save others. When that girl, Wanda, was about to get trampled during the entrance exams. How he had saved this same kid from a monster several months ago. The Peter he knew didn't save lives based on who he liked, knew, or hated. Or how it would benefit him. Peter saved lives, did what had to be done, because it was the responsibility of a hero to do so.

Which meant right now, Peter had other plans. Iron Man grinned.

"Friday? Alone time?" Friday silently re-directed the signal so only Peter would hear him. "Peter," he whispered. "Go for it."

Tears began flowing out of Peter's eyes. "Wanda!" he yelled. "It's go-time!" At the last possible moment Peter redirected his punch towards the ceiling. The power of One For All ripped through his arm. "IRON SMASH!"

At the top floor Wanda waved at T'Challa. "What are you waving for?"

"Just saying bye."

T'Challa cocked his head. "Bye to me?"

"Yup!" She cast a hexes on T'Challa. They turned blood-red; indicating she was using the probability side of her hexes. T'Challa's suit began to malfunction. Wanda crunched her face in concentration and the whole suit disappeared.

"My suit!" T'Challa glared at Wanda. "You dare use your witchcraft on me again puny he-Why are you hugging that column?"

 _15 seconds left_

The blow of Peter's One For All, 100% tore through the building's floors, sending debris and wind blasting into the top floor. Without his suit, T'Challa had no protection from the wind and was knocked against the wall.

Wanda's stomach began to swirl. _Not yet, not yet._ She began running for the bomb…

To discover it on the other side of the hole Peter had created.

"Come on!" she cried. She glanced at T'Challa – he was recovering from the attack. If she took her time around the hole, T'Challa would be ready to stop her.

10 seconds!

"Okay, okay. You did this with Peter and T'Challa. Just do it again." She pointed her hexes at herself. "Time for my own ultimate move." She took a deep breath as she ran towards the hole.

"Ruby Giga-jump!" she cried as she focused on levitating herself across the crevase.

 _5 seconds_

"What are you-" T'Challa's eyes widened. "NOOOO!"

T'Challa leapt to block Wanda's trajectory. She stopped inches away from the bomb, causing T'Challa to miss his jump.

"Sorry, villain. It's game over!" Wanda touched the bomb.

 _2 sec- Game over!_

T'Challa tilted his head to the heavens. "NOOOOOOOOOOOOOOO! The weapon of mass destruction has been captured!" he cried. "I have disgraced my family! I have disgraced the very name of the Black Panther! O' Bast, forgive me!"

"Well," Wanda panted. "You failed at being a villain. That says something, right?"

T'Challa paused. "You are right. That means I have not dishonored my family! Yes!" He hugged her. "Thank you, Wanda! I am sorry for calling you a witch!"

"It's okay. No big deal. Just…" Her face turned green. "stay out of the blast zone." She ran to the window and began to hurl her lunch.

"Yes my friend. Puke. Puke!" T'Challa patted Wanda on the back. "Vomit is your body rejecting weakness! Savor your victory. Grow from it! Relish in the fruits of your labor."

"They taste pretty bitter…" She moaned.

* * *

Flash glared at Peter.

His body was a mess. His right arm was covered in dark, bloody bruises. He had used his web shooters on his left arm to create a shield of sorts to block Flash's punch. Now he could barely stand.

"Why…" Flash growled. "After you first challenged me several weeks ago. After you denied me at your Uncle's funeral. After all that… WHY WON'T YOU USE YOUR QUIRK ON ME! DO YOU THINK I'M WEAK!?"

"Flash," Peter cried. "I…I can't control my quirk yet. Every time I use it destroys my arm. A-and I knew Wanda couldn't take T'Challa on alone. Even if she disabled his suit, he'd still be able to dodge her attacks. And my punch w-would kill you. This…" Peter coughed; his palms covered in blood. "This was all I could think of." His body felt heavy. It slumped, and Peter fell to the ground.

There was a moment of silence before Iron Man's voice sounded on the intercom.

"Everyone. The rightful winner of this match… is the Hero team!"

* * *

"Alright everyone," Iron Man ordered a pair of Iron man drones to carry Peter away in a stretcher. "This was a great simulation. Life-like intensity. Take some notes on it for your own battles. After all the other teams are finished, we'll conclude with a review about each battle. I suggest you all fight in your own unique styles. Helps everyone learn more."

As the drones him, he felt someone tug his arm.

It was Peter. Barely awake. "Mr. Stark? I…I don't feel so good…" He fainted again.

Iron man glanced at Peter. _At MARVEL Academy, you're only another student. I cannot show any form of bias towards you. But…_ Iron man glared at Flash. _I can instill a hard lesson or two…_

"Eugene Thompson." Iron man said. Flash ignored him.

 _Every attack. Even the last one._ He thought. _He telegraphed all those moves, like he was reading my mind!_

 _That punch._ Flash clenched his chest. _The way he knew my attacks. How he actually trapped me at one point. If he had been going all out…_

 _Could he? Could he?_ Flash's heart went into overdrive. _Has he been playing weak this whole time? Playing some mind game with me? Could he HAVE ACTUALLY BEA-"_

"Eugene Thompson!" Iron man yelled. "I understand you may be a little upset at losing but please save the tantrum for the class review. I'd love to see a live-action remake of your reckless behavior." _Cool it down, Stark._ he thought. _You're a teacher now. You can't go around bullying kids. Be inspiring._ "Look, kid. I know losing sucks. Trust me, but there's always something to learn from it. So just learn from it, focus on your goals, and try not to mess up again. It helps." He pat Flash on the back. "C'mon. Let's get going."

As Iron Man left Flash alone, Venom popped out of his shoulder.

"You know...that Spiderman guy was pretty cool. The way he dodged your attacks!" Flash squashed Venom.

"Shut up."

* * *

TEAM D (heroes) VS TEAM C (Villains)

"Alright. This is our first test, Sam. Let's not mess it up!"

"I thought Mr. Summer's tests were the first test." Sam argued.

"Well, they're not as fun as what we're doing now. Now, we get to be heroes. So no exploding walls, crashing through roofs, or anything that might jeopardize innocent lives." She embiggened her fists. "Daisy's going to play it smart. So you fly just above the ground so anything she might try will only affect me."

"Yes miss!" Sam saluted Kamala.

"Good." Out of the corner of her eye she saw a streak of black hair. Kei's hair. She gestured at Sam to stay quiet. "…So let's be good superheroes…" The two crept towards Kei. "…and will make the villains never win!" The two leaped onto Kei. "Haha!"

"Hands off me, mortals!" The black hair belonged to a small round-shaped hedgehog. An anthropomorphic hedgehog.

"Uh…who are you?"

"I am Coldsteal. Sonic-chan's boyfriend." Kamala and Sam blinked.

"Whose boyfriend?" Sam asked.

"Sonic-chan, the love of my life. Without the sweet fragrance of his sweaty feet, I am stuck as a mere mortal. But when I am close to him, I gain the power of the ten thousand carnage emeralds. For now, though, I am an immortal warrior forced to wander these lands until I can find him."

"Okay Mr. Steal..." Kamala said.

"My full name is Coldsteal Darkedgeredstone Geas." Coldsteal continued. "I like to cry at night in the darkness, when no one can hear me. Wondering the fate of my exist-"

"That's very nice, sir, but we'll just be heading on now. Don't want to waste your time."

"Wait, young children. If you must go, then bring my impregnated sister with you."

"Your WHAT?" From behind Coldsteal another hedgehog – colored pink this time – smiled at them.

"MAAAAAAAAAARRRRRYYYYY MEEEEEEE!" She screeched.

The two heroes ran as the maniacal pink furry chased after them.

Kei Kawade was hiding in a pile of car tires. He checked to make sure Kamala and Sam were gone. He rubbed his hand. _Using my quirk leads to hand cramps and - if too many or not detailed enough - bleeding._

"Your plan worked," Daisy reported on his communicator. "Your 'sonic OC's' chased them out of the building."

"I used to draw them a lot, so their drawings are pretty detailed. They should last the full 10 minutes. It's…it's just…" Kei face tightened up. "Oh god."

"Are you sick?"

"No..It's the cringe…Too much…" Kei covered his mouth. He clenched his fist. Bit his lips. "OC design...really bad."

"Do you need a paper bag? It is mandatory on every S.H.I.E.L.D mission for agents to have hazmat bags for dangerous toxins."

"Nope. The cringe'll leave naturally." Kei paused. "How big is that bag?"

* * *

TEAM G (heroes) vs TEAM F (villains)

"Okay. Luke and Lunella are still up there, right?" Daniel asked.

"I'm sure. I used my Staff Of One to give me X-ray vision. The bomb should be right where you are." Nico replied.

"Wait. So is your staff your quirk? Or is it your magic? Or…I'm confused…"

She sighed. "My quirk is that I can summon the Staff Of One from my blood. Its abilities are magical."

"Got it." Daniel stretched his legs. "So we bust in, I distract Luke, and you run for the bomb. Lunella doesn't have her dino pal to help, so it should be a piece of cake. They won't see us coming." His fists began to glow in anticipation. "Let's go."

 _NAME: Daniel Rand_

 _Quirk: Iron fist._

 _Daniel can increase the hardness and density of his fist to Iron-like qualities, without changing the shape of his hand. He is also trained in martial arts._

"I still don't get why you can't just teleport the bomb here."

"I'd rather save that for when a bomb is actually about to explode." Nico said.

-Villains side-

Luke stacked the bomb on the top of a shelf. "There. You sure they won't be able to reach it from up here?"

"They're supposed to," Lunella called back. "After you're done, I'll set it up so the shelf will fall on them while the bomb's stuck to the wall."

"With bubblegum?"

"Actually, it's a much more stickier version of chicle, but bubblegum is part of the solution." Lunella replied. "Okay, the lego bear-trap is finished."

Luke and Lunella stood back to admire their work. Contraptions and traps of all kind were scattered across the room. Luke let out a low whistle. "Wow. You're gonna give Home Alone a run for their money."

"What's that?"

"You haven't watched Home Alone? This kid makes traps and all that wacky stuff."

"I might've heard about that movie. I think my parents wouldn't let me watch it. They said it would give me the wrong idea."

"Let's hope they're right." Luke ruffled Lunella's hair. "Let's go get them."

* * *

TEAM J (Heroes) Vs Team H (Villains)

"COME AT US YOU CLAWED DEVILS!" Aiden beat his chest. "FIGHT US IN GLORIOUS COMBAT! LET US BATHE IN EACH OTHER'S BLOOD, AND FIGHT 'TILL OUR DYING BREATHS, SO THAT THE TRUE VIC-" Lin Li tugged at his arm. "What?"

She whispered into his ear. "I'm too loud? So sorry. Use my inside voice? Of course. I get carried away sometimes. Warrior nature…"

 _NAME: AIDEN GILLEPSIE._

 _QUIRK: Barbarian_

 _Aiden has the body of a Celtic Warrior with immense strength. As a plus, the angrier he gets, the more ferocious his attacks get. It should be noted that Aiden is naturally shy; a personality trait that hinders this ability greatly._

In front of them, Team J –Laura Kinney and Doreen – watched them.

"No no no, I do have to apologize," Aiden gave them an awkward smile. "Could you give us a moment?"

Laura extended her claws.

"Not yet!" Doreen held Laura back. "Let them talk it out first! Charging in now would be rude."

Laura stared at Doreen.

"Trust me. How would you feel if someone rudely attacked you while you were having a conversation? I mean, there's always time for proper manners!"

Laura kept staring at Doreen.

"Alright. How would you feel if someone interrupted you while you were eating your favorite food? It'd be really weird. I mean, you'd have to put the perfectly good meal in the trash, but you're still hungry, so you buy another one after the fight. And you're so angry, because manners are the fundamental thing of what "

"I am sorry. I do not know what you are describing. I was raised in a lab." Laura replied apathetically.

"Oh right..." Doreen paused. "Sorry! Let me try something else. How would you feel if Wolverine..."

Aiden kept talking to Lin Li.

"It was pretty rude of me to shout like that," Aiden fiddled with his fingers. "I know I shouldn't have to explain myself, but I guess the reason I'm so anxious about this stems from my family. I had a lot of issues growing up, and not a lot of people to talk to about them…"

This continued on for some time.

* * *

TEAM E (heroes) VS Team I (Villains)

"I can't spot them from this angle," Scott muttered. "If we took a few steps back I could use my visor to check their position…" Robbie walked into the building. "What are you doing?"

"Stay here and watch the first floor."

"Why?"

"Too dangerous?"

"Hey, I know those guys are going to be hard to hit, but I'm not-"

"I meant my quirk. It's going to burn you alive."

"Oh. Okay." Scott walked out of the building. "What are you going to do?"

Robbie pressed his hands into the wall. Fire busted from it and began travelling throughout the building. "I'm just introducing them to an old friend…"

-Villains side-

"Wooho!" Gwendolyn cried. "Finally, I thought it would take for-ever!"

"What are you talking about?" Pietro began some simple leg warm-ups.

"My role in this story! I thought I'd never get in. But now it's Gwenpool time! Ooh, I wonder what my quirk is?"

 _NAME: Gwendolyn Poole._

 _Quirk: Dimensional Travel._

 _Gwendolyn can open rifts that allows her to teleport short-distances. The rifts lead into an unknown dimension, and she can enter/exit it at will, as long as one portal remains open._

"Oh my gosh!" Gwen gushed. "That is SO cool!"

"Great, I get a whack-job as a partner." Pietro touched it face. It suddenly felt moist. "Hey, is it just me or is it getting hotter?"

"Hm?" Gwendolyn took off her gloves. She used them as a make-shift fan "Now that you mention it, it is pretty hot."

At the front of the room flames trickled out of the doorway. They clung to the walls, setting them on fire. The room now felt like the inside of a microwave.

A tendril of fire touched Gwendolyn's foot. She yelped.

"I think this is dangerous enough to cancel! Let's just hold on Qu-I mean, Pietro!"

"I-g-guess," He staggered as the relentless fire covered even more of the room. "Y-you okay?"

"N-not…" Gwendolyn slurred. "I-it's okay. This quirk's…too dangerous…"

"Not really," calmly walked through the flames, barely fazed by the heat. His eyes looked like they were on fire. "This is part of my quirk. I call it Hellfire level 1. It's meant to inflict pain like real fire, but it doesn't actually burn anything. Only works on things with souls, though." The room grew even hotter. All of Pietro's thoughts vanished. He could only think about the red flowers that bloomed before him. His mind shut down and he fainted. "It's pretty nasty though. I'm surprised you haven't fainted yet, comadre."

"It's beca-because I'm," Gwendolyn's body slumped. She fell to her knees. "I'm n-not an s-upporting character of this story. Protagonist. Me."

Robbie shook his head. "You're hallucinating. I'll give you credit for lasting this long, though." He touched the bomb. A loud siren confirmed his victory. He glanced at the two students. "Sorry to disappoint, Eli." He muttered as he pressed his hands against the wall.

As fast as they had appeared, the fires that had engulfed the building began to dissipate. Robbie checked his palms. "Nobody's dying today."

 _Name: Robbie Reyes_

 _Quirk: Hell Raiser_

 _Robbie can use the sins of dammed souls he has absorbed to unleash a variety of fire-based moves. Additionally, he can connect and enhance the previous belongings of souls he has consumed. From where he gets his stash is a mystery…_

* * *

-In the watch room-

"4 minutes," Iron man muttered. "4 minutes to complete the simulation."

"0 casualties, no collateral damage. What's more, if there were any civilians on-site, the fire inflicted no physical damage. Though the civilians would likely be traumatized, it's likely they would survive with no permanent injuries." Daisy reported

In the back of the room, Flash had to bit his lip to prevent himself from yelling. _4 minutes? No casualties? Are you serious? He cannot be better than me!_

"All right everyone! Now that everyone's finished, let's go review the results..." Iron man said.

* * *

 **Author's note: With me failing to bring presents for New Year's Eve and Christmas, I think it's time for some redemption...**

 **Maximum effort.**

* * *

Deadpool lounged besides Cable. He'd been running low on ammuntion, so he decided a quick visit to old grizzled Marty Mcfly would have something for him. But now, a much more pressing matter filled his thoughts...

"Hey Cable. Do you know when are we?"

"America. Where else?"

"That's not what I meant Josh Brolin. I said when are we?" Cable glared at him. "Don't try to give me that 20XX Undertale bullshist, I want real answers. I mean, the timeline for this fuckicle to happen has to be all kinds of wack. Like how the hell is Spiderman not in a Venom suit? Where's Eddie Brock? Did Secret Empire already happen?" Deadpool gasped. "Did I just predict who's going to be All For One?"

"Calm down Wade. If there is a problem It'll fix itself. Sometimes this happens. It's not uncommon for the world to change mysteriously. Being time-travellers, we're cursed to with this knowledge. Spacetime is a part of the universe, the same way a thunderstorm or tornado is a part of nature. Even if it seems destructive, the nature - in this case, the universe - will fix itself, as will all things inside of it. As long as it wasn't ruined by an outside source."

"And what if you mess with it? Like take it by the hands. Squeeze it a bit. Play with it a bit. You know how it goes." Cable glanced Deadpool. He glanced at his Chrono-disc. He put it on the other side of the couch.

"I will shove your head up your $$ if you touch that thing."

"All right, all right. Calm down, John Carter. No need to save the future today." Cable settled down. "But you probably should've."

"Should have what?"

"Stopped me. Because the funny thing about time-travel and being immortal," Deadpool held up a chrono-disc taped to a fake Infinity Gauntlet. "It doesn't matter when you jumped. Ya jumped!"

"How many tires did it take to steal the chrono-disc?"

"Until the day you died."

"You're too embarrassed to count."

Deadpool shook his fingers. "Bad Cable. No mentioning Deadpool Kills The Marvel Universe. We don't want to confuse the kids! But hey, we're here now!"

"What did you do?"

"All-Might?" A young boy with messy green hair ran into the room. "Does anyone know where he is?"

Cable stared at the boy. "Who the hell are you?"

"Midorya. He told me to eat lunch with him, but I forgot where the teacher's lounge is. Is this it?"

"Yes it is. You might've missed him. Check back in 5 minutes sugar bear!" Deadpool called.

As Midorya left, Cable turned to Deadpool. "What did you do you failed rhino plastic surgery patient."

"You see," Deadpool explained, "remember when I said the timeline was all weird and stuff? I thought I'd simplfied it a bit."

"By..."

"Killing every mutant, inhuman, mutated freak, and Deus Ex Machina material that ever existed. So yes, my good friend, technically speaking, I killed Logan before 20th Century Fox did."

"Congrats to you. So what's up with Tommy Oliver over there?"

"I stopped killing after the first quirked baby was born. Unlike you, I refrain myself from killing kids."

"That's not saying much."

"Hello? Is Mr. Aizawa here?" A small boy with purple balls for hair entered the room. "I think I left my binder in his class."

"Is it this one?" Cable held up a binder with the name 'Mineta' written on it.

"Yes. Don't lo-" Cable opened up the binder. He glanced at it for a moment. It was full of pictures of several students - mainly women. One had a picture of a frog-like student. There was a big red circle around her...

He shot Mineta through the head. "God F*cking dammit Wade. This is worse than I thought." He picked up his Chrono-disc. "I'll be back."

"Bye honeybun!"

"Go f*ck yourself."

"How'd you think sticky balls was born?" Cable activated the Chrono-disc and disappeared in a flash of light.

Deadpool yawned. "Welp. Might as well have fun while I'm at it." His body swelled to an enormous, muscular figure.

He yanked off his mask to reveal a chiseled. muscular face with blonde hair. "I'll met with young Midorya later. For now, Maximum effort!" He leapt out of the teacher's lounge and into the city. "Go Beyond, PLUS ULTRA!"


	7. Webbed-up Stories 1

Webbed-Up stories # 1: A 3-part short.

Part 1: Funeral.

Peter felt…weird. The sun was high in the sky. The birds were singing. Kids were playing. Yet here he was, standing over Uncle Ben's grave.

The whole day had been awkward. Like it was too small for a man too great. The funeral had taken place at 12 am that day, as it was the cheapest option.

There weren't that many people at the ceremony. Peter had thought Uncle Ben had a lot more friends, but the grievers were mostly people near the neighborhood, those who knew Aunt May, or some old friends. He was surprised that Flash Thompson showed up with his dad. He had sat behind Peter during the Wake. He could've sworn he was glaring at him for something, but he couldn't tell.

Reception wasn't anything interesting either. The cliché 'Sorry for your loss' or 'you have our condolences' were as deep as the carrot cakes they were gifted. The only out-of-place thing he noticed was how Harrison Thompson's eyes didn't dart across the room like usual. They looked like when Peter was younger. He looked… sober.

He barely spoke during the reception. There was one instance, though, when a man with a muscular build described Uncle Ben.

"Aw, he was amazing on the football team. Quick quarterback. Could throw a mile long. Phew. Me and him were like best buds."

Harrison laughed.

"What's so funny?"

Harrison shook his head. "Nothing, nothing. You're Jack, right?"

"Yes? You got somethin' to say about it?"

Harrison only laughed louder. "Sorry, no. Just reminds me of an old story."

Now he stood over his freshly-covered dirt. Not wanting to hear people talk about an Uncle Ben they thought they knew. Not wanting to leave behind the Uncle Ben he knew.

"So. I did it," he muttered. "I got into MA. I hope I can keep making you proud." He heard a rustle behind him.

Flash Thompson stood behind him, arms at his side. "Oh, hey Flash, what's u-" Flash picked up Peter by the scruff of his shirt. He looked around for anybody before he pinned Peter against a tree.

"I know you didn't forget about the fight, Peter." He snarled. "I saw you pass by the school. You just had to chicken out, didn't you?"

"Y-yeah. I was injured" Flash pressed harder.

"You're looking pretty okay today. You could've at least told me to fight another time. But you didn't. You purposely avoided it."

"And, somehow, you got into MA."

"H-how did you figure out?"

"It's obvious from that dumb look on your face. Now, tell me how the hell did you get in? How did you cheat? I'm gonna expose you for the fraud you are!"

"I…" Peter gasped for air. "I used a quirk."

"IDIOT!" Flash threw him against the ground. "Fine then. If that's the case, fight me with your quirk. Prove it!"

Peter clutched his hands. Before, he'd have gladly taken the opportunity to beat Flash up. But now, he couldn't. One For All was extremely powerful. He'd avoided Flash at school because he knew he'd be force to use it.

It wasn't something to be toyed it.

"N-no…" He whispered.

"What did you say?!"

"I said no." Peter got up. "quirk's aren't something we should use just to make ourselves feel superior. In most cases, they're something we haven't deserved. We should use them for the better of others."

"What are you going on about?"

"I'm saying what it takes to be a hero. I'm saying I'm not going to fight you, because that would be reckless. Someone great once told me that with great power comes great responsibility. So I won't fight you!"

Flash glared at Peter. "Are you saying you're BETTER than me?"

"Wha- no!"

"Just shut up and get over here, I'm going to beat you," Flash's arm became surrounded in his symbiote. "STRAIGHT TO HELL-"

"Eugene." Behind them, Harrison frowned at Flash. "Don't. Not today. Just go meet up with your Ma."

"Now you want to talk?" Harrison responded in silence. Flash dug his pockets into his hands. "Fine. I'm going."

When Flash was out of sight Harrison took a deep breathe. In his right hand, he held a full bottle of whisky. He looked at Peter. "Hey. You're Ben's boy, right."

"Y-yes. You're Mr. Thompson."

"Just call me Harrison…" He paused for a moment. "Mind if I sit down next to you?"

"Uh…." He glanced at the bottle. It hadn't been opened yet. "Sure?"

He sat cross-legged besides Peter. They both stared at Ben's grave in silence.

"So…" Peter began. "How did you know my uncle?"

"In the military. Did he ever tell you about that?"

"I knew he was a soldier or something. He never told me much about it."

"Good on him. Well, when I joined the army and got my Division, that's when I met your Uncle. He'd already been in the military for what, 3-4 years. Can never remember. I was the only greenhorn back then, so he just…took me in."

"You were friends?"

"Real close. When the going was tough, we'd look out for each Uncle wasn't the smartest person, but he had plenty of stories to tell. Enough to take my mind of things. Likewise, I listened in on any news he had to say. That kind of thing.

"What happened then?"

"Nothing unusual. Your Uncle finished his tour and left the army, leaving me all alone. Not 100% alone, of course." He shook his bottle. "Still, when my tour ended, and I settled down, I never really forgave him. It's not his fault. It's just…Things happened that I wish he was around for. Now I just wish he were here so I could apologize for being such a pain."

The clouds came rushing in, blocking the sun. "Were there any other friends my Uncle had?"

"Ah, well. Close friends? There was Raymond Warren and...uh...some guy called Otto. He told me about them sometimes."

"Are they here?"

"Don't know. My guess is that like everyone else we all got busy. Couldn't make time to meet for friends. And hanging out would be awkward. It's...complicated."

"What about that guy you were talking to earlier?"

"Ah. That was just Jack. Like I said, your Uncle had a lot of stories to tell. There was one about some fight he had with a Jock called Jack Ryder. That's why I laughed."

"Why did they fight?"

"Because the guy was picking on his friends. That Otto and Raymond guy. It got him kicked off the team, though." Harrison paused. "It sucked, because he loved that team. But he also couldn't handle the fact he had the power to stop Jack. That, as a friend, he had the responsibility too. He was that kind of guy," he placed the bottle next to Ben's grave. "Maybe I can be that too." He twisted the bottle open. "Here. Next to the guy I trust the most to keep it away." He paused. "Hey...your name's Peter, right?"

"Y-yes."

"I met you several months ago. When I was drunk, right? My son, Eugene, was shouting at you. Remember?" Peter nodded. "Can I ask how is he? Be honest."

"W-well. D-don't tell him. He's kind of...angry. All the time, bragging about how he's the best and that he'll be the number one hero. It's brutal at times..."

"And..."

"H-he also works harder than anyone I've known. It's...terrifying."

"Thanks," Harrison took one last look at the Ben's grave. "I'll take note on that." With that, Harrison walked off into the distance...

* * *

LOADING: Sticky_

"Is the camera on?"

"Yes it is, Mr. Parker."

"So cool! Can't believe Mr. Stark let me borrow all this tech. Now I can really test this stuff out." As Peter positioned the recording equipment, he took a step back to admire his work.

He had decided to follow Tony's advice and try practicing out his 'spider' powers. Since it was against the law to openly use powers in public, Peter decided to try out the spider powers after his regular training.

Unfortunately, Tony was a busy man, and he couldn't stick around. But he had left Peter an artificial program to watch him. The AI was inside an old Iron Man suit, so it was hard not to see the silver-clad humanoid as Iron Man. "So, what's your name?"

"I don't have one. My designation is K84N. I am the third artificial AI designed by Tony Stark. My purpose is to be a medical adviser. In case you are harmed, I am tend to your injuries, in the case you're injured.

"Okay. So, K8...4...are you sure you don't have another name? One that rolls off the tongue?"

"Positive."

"What if I called you Karen?"

"I do not see how the name hinders my capabilities,"

"Got it. So, Karen, are all sensors on?"

"Energy detection, on. Radar detection, on. Electromagnetic sensors, on. All systems operational."

"Okay. First, I'm going to figure out how I stuck to the wall." Slowly, Peter placed his right palm on the wall. He kept it there until he felt like the wall was pulling at his hand. He moved back, and found his arm stuck to the wall. "What are you getting Karen?"

"Sensors indicate a difference in charge between your hand and the wall, resulting in a magnetic-like tug."

"Really?" Peter stared at his hand. "Where is the energy coming from?"

"Your body."

"Huh. Maybe that's One For All. Or my body's normal energy. Whatever it is, it's tiring." Peter yawned. He tried to pull his hand away from the wall. It didn't budge. "Um, Karen?"

"Yes Peter,"

"Can you watch what happens when I do this?" Peter pulled his hands off the wall again, but this time he started with the bottom of his palm, and pulled his fingers off last. "What happened there?'

"The charge difference in your body dissipated. Query, why did you take it off like that?"

"Because that's how other animals do it. Like Geckos."

"That cannot be the case. Gecko's do not use charge differences to stick to walls. May I make a suggestion?"

"Sure,"

"You may be experiencing something similar to a placebo effect."

"Placebo effect?"

"A word attributed to when a doctor give the illusion that a certain treatment will cure their patient of an illness. Yet, despite medical evidence saying no, the patient's belief of the medicine's curative properties is enough to heal the patient.

"So you're saying that because I think my hands act like a Gecko's they act like a Gecko's hands?"

"Yes."

"Alright," Peter placed hand onto the wall again. He felt his hand stick to the wall. _Okay, let's try this again._ Peter closed his eyes. _My hands are not sticky, my hands are not sticky._ Slowly, Peter normally pulled his hand away from the wall. He opened his eyes. _It worked!_ He did a victory dance. "Record and end video, Karen!"

Sticky_ END.

LOADING: OMG_

"Alright. Karen, I know this sounds stupid, but what if I gained some of the physical aspects of a spider? Like, extra hair!" Peter opened his shirt excitedly. "Nope. Just my three little chest hairs..."

"Correction. There only 2 hair strands on your body."

"No there are not! If you look really close." He sulked. "Never mind. But there could be other changes my body has gone through. I wonder..."

"Puberty?"

"No! What about…" He made a finger-gun. "Pew?"

"Query. Why are you shooting me?"

"I thought I could shoot silk. You know, like real spiders."

"Spider's do not shoot their silk out of their appendages. They shoot it out of their abdomen and, in some cases, mouths. In human terms, this would be your mouth and your bu-"

"I've already checked!" Peter cried, "The toilet was clean. Nothing weird about it. But I haven't tried my mouth yet." He aimed his mouth at the nearby door. He opened his mouth. "Gah?" He sighed. "Well nothing. Still, I feel like there is something in my throat." An idea came to him. "Karen! Try to scare me."

"Query. Why?"

"It worked for my spider-crawling abilities."

"Affirmative." Karen lumbered over to Peter, her foot shaking the very Earth. She loomed over him. "Boo."

"Wow. Good try Karen," Peter rubbed his head. "but it needs to be something unexpected."

Behind him, Tony Stark entered the room. He carried several bags of candy. "Hey kid, I got some extra time before my next meeting. I even managed to get some candy from this dumb costume contest."

"Oh, hey mister…." A flaming inferno had replaced Tony's head. Peter screamed and a sheet of web hit Tony square on the face.

"Kid. That was just my helmet changing its hologram. Nice aim, though."

"T-then why am I s-still shaking?" He stammered.

OMG_ ENDED

LOADING: Spidey_

"So. Karen, can I ask you a question?"

"Positive."

"Do you think it's possible to make Web-guns? I mean, I remember a formula my Dad made for spider silk. Or at least what it was made out of. He could never replicate it. maybe my DNA could solve it."

"Query. Your Blood?"

Peter shook his head. "I was thinking more along the lines of spit. Maybe I can build something at 's lab? I'll think about it later. I'm already off topic." Peter positioned himself in front of a tennis-ball shooter. "We're testing my reflexes."

"Correction: You are testing your 'spidey senses.'"

"It sounded a lot better in my head," He groaned, "but yeah. My eyesight is better than ever before, and I've got this ringing feeling my head. If I could figure out how to use the two together, maybe I'll be able to dodge anything that comes my way!" He pointed at Karen. "Hit me!"

Karen fired a ball at Peter's nose. "Owowowowowowwo. I meant it as a metaphor."

"On a scale of 1-10, how would you rate your pain?" Karen asked.

He shook his head. "I'm fine. Still, I saw the ball coming, and my 'Spidey sense' felt it! It's just that I couldn't react fast enough."

"Query: You could see the ball, but were too slow to move?"

He nodded. "I think it's something I need to improve. On the bright side, at least my Spider sense doesn't react to everything. Then I'd have a migraine."

"Query: Is your 'Spider sense' a release of energy?"

"Maybe? What about it?"

"While the ball traveled to your nose, my sensors detect that it interfered with an electrical field of sorts; possibly your Spidey sense. That would make it similar radar."

"Hmm…" Peter turned his back to Karen. "Try shooting me now." A ball hit Peter in the neck. "Y-yup, I felt it coming,"

Fast Forward

Karen fired several balls at Peter. He stepped to the right to avoid the first, one, ducked to avoid the second, and barely caught the third ball. Panting, Peter stood tall in his success.

"That was great! If I could somehow learn to be more flexible I could dodge them faster. For now, though, I can only seem to jump or duck out of the way-"A fourth ball fired and hit Peter in the nuts. His body slumped in defeat.

"You said fire them unexpectedly," Karen said. Peter smiled.

"T-thanks,"

Spidey_ ENDED

LOADING: Web_

"Behold. The web shooter!"

"Query: What is a web shooter?"

"Something I'm building. I took the liberty of borrowing one of 's scanners to help analyze my spit and break it down into simpler compounds." He showed her the blueprints for a wrist contraption. "I'm planning on making it look like this. With cheap materials, so I can make or repair them in any situation. I'll need more materials though. And I need to test if the spinnerets and barrel work.

"Query: What is that vial you're holding?"

"Web fluid. Ideally, mixing this powdery compound at the top with the liquid creates a synthetic silk. It also generates immense pressure, allowing me to fire it. This was easier to make, thanks to a chemistry kit. I'm gonna test it by firing it out of this tube. If it works, I can implement it in my web shooter. Hopefully I can get it working before school starts." He pointed the barrel at the wall.

"Okay. Let's fire it and record it. Going in 3, 2,1 and DATA CORRUPTED.

*ERROR MESSAGE* File unable to load as systems were compromised at the time. Error analysis: After several tries of prototype 'web shooter,' Peter tried firing it on humanoid object. He discovered that vial containing web fluid was not strong enough for repeated uses. Massive amounts clogged and seeped into Iron Man systems. Droid was not specifically designed for combat, and was an older model. Systems clogged up, resulting in shutdown. AI transferred safely to Stark Databanks, but data within the last 5 minutes before shutdown were deleted to prevent system bugs.

Response from user: So, so, sorry. Plz don't take Karen away.

Web_ ENDED

-HOLOGRAPHIC TV SHUTTING DOWN-

Tony glanced at Pepper as he shut down the holo-screen. She was in a fit of laughter.

"Oh come on you said you wouldn't laugh," He teased. "You wanted to stay updated on him."

"I'm sorry! It's, he's like a puppy someone found on the side of the road. C'mon, show me the web-mouth one again." She begged.

"No can do. You're already here an hour past your shift and who said Harold wouldn't be happy with that?"

Pepper rolled her eyes. "You're playing the husband card? Fine," she packed her things and headed for the door. "See you at work tomorrow Tony."

"You too."

As Pepper left the room Tony rubbed his hands.

"Time to get to work. Friday? Play that tape again."

"Are you sure, sir?"

"It's fine." Friday sighed and a video from several years ago played.

As the video played, Tony went over to his latest Iron Man suit.

" _This is Karry Anderson from the Daily Bugle, bringing you breaking news. In a surprising turn of events, Captain America has retired from the Avengers. Following suit, famed hero Invincible Iron Man is also leaving the team. Researchers are confused at such a dramatic change, but have yet to get any confirmation from any Avengers members._

 _Following this, the Avengers have reached greater ties with M.A.R.V.E.L, and are planning on helping the rise of more independent companies. While not bad, the sudden change of the Avengers from a elite hero company seeking to expanding it's business, to helping smaller companies, raises the question. What is causing this sudden change of events?_

 _This is Karry Anderson, singing off."_

"Alright. Friday, how many current search results for the word 'Avengers' and 'Tony Stark?'"

"Most concern recent members of the Avengers. Searches for 'Tony Stark' and 'Avengers' have lowered overall by 50%, but recent events have caused those to slowly rise by 5%.

"Good." Tony shook his head. "Nice to know people are forgetting about that me."

"That is the first time you have ever said that."

"And it won't be the last."

"Sir, I may be a bit forward with this, but out of all the Avenger members that have ever existed, you have the most articles written about you."

"I know that. That's why I have to do this. It's about getting the rest of the group as far away from me as possible." He muttered. "If…If I can't be Iron Man anymore, the world needs at least some people to stand as a beacon of hope."

"Understood sir. If it makes you feel any better, according to Forbes, you aren't the most inspiring hero."

"But one of the most powerful," Tony muttered. "and the one with the most enemies around the world. Thor gets to chill in Asgard while I'm down here making sure nobody steals miniaturized tank missiles. Once I'm gone, people will be trying to grab my stuff. Crime will rise. Villains won't be far behind. And when I can't protect it...it'll be up to Peter."

"And if he cannot stop them?"

Tony sighed. "He'll be able to. He's a good kid. Besides, I'll do what I can to lighten the load."


	8. Chapter 7: Double-Take

**Author Note: Just a thought, I was thinking of setting up a Discord server for dumb fun gaming. Text only (or if you want to talk ok but I'll just be using text.)**

 **Feel free to PM your thoughts.**

 **Other than that, enjoy.**

* * *

Chapter 7: Double-Take.

"Good morning class!"

"Good morning Miss Annie!"

"Now I know school has just started, but it's time to introduce a new student. Come in Peter!"

A small boy with clean-cut hair walked to Miss. Frizzle.

"Class, this is Peter Parker. He's recently moved in with his Uncle and Aunt. Say hi Peter."

The boy was shaking. Terrified at so many people. "H-h-hi." He stuttered.

"Hi Peter!" the class roared.

"Now I hope you all respect Peter like one of your own. He'll be with us for the rest of the year."

"What a crybaby!" One of the students yelled.

"Eugene! What a rude thing to say. Take that back!" Peter began crying again.

"I'm only saying the truth Miss. Frizzle. He's crying like a little baby!"

"Cry baby! Cry baby!" The class chanted. "He's a cry-baby!"

"And that's why I'll watch over him. Like any true hero should." Eugene jumped out of his seat. He held his arm out to Peter. "Don't worry Peter. When you're with me, it's O.K to be weak. 'Cause I'll protect you!"

"T-thanks Eugene," Peter stammered.

"Your welcome. But my friends know me as Flash. Fastest kid in school!"

* * *

"March! March! March! March!" Flash chanted.

"Where are we going, Flash? We've been at this for hours!"

"Only one hour, Sam! We're going to march like my Dad does at the military! This builds our coordination, teamwork, and strength. Then we can be big strong heroes, like him!"

"Tell that to Peter." Flash glanced back. The weakling laid in defeat, his body covered in sweat.

"Idiot! Get back on your feet, weakling! This is no time for dilly-daddli…Dilly-daddly….No time for resting! We can't be spotted by the enemy!"

"W-what enemy?" Peter asked.

"The villains, of course! They'll come out of the tree's and eat us whole!" Flash covered his arm in his symbiote. "They could be watching us right now!"

"T-then why are we soo far away from school? Why go near the ab-aban-abandoned house?"

"The place has been abandoned for years! It's the perfect place for villains to plot! We need to teach them a lesson not to mess with our neighborhood. With my awesome quirk, I'll pound those villains to bits! Right guys!"

"Yeah!"

"Cool quirk!"

"O-okay!" Peter nodded.

The self-proclaimed Avengers knocked on the door. "Open up, villains! We're here to kick your ass!"

"Flash! You said a bad word!"

"But they deserve it!" As if on cue, the door creaked open; letting the scent of the house wafer into the little children's noses. Steadily they creeped through it. Wary of what might come from the darkness of a place no one had seen for years.

"Come out, come out, wherever you are!" The symbiote formed a protective suit around Flash.

"Wow! Look at Flash!"

"You like it?" He gloated. "Now I can form it all around my body. I am invincible!" Flash's foot fell through a floor board and the ground broke underneath him. He fell.

"Flash!"

"It's okay, Alex. he said he was invincible. A tiny trap won't stop him." Sam looked at the empty space below him. "Flash? Flash! Are you there?"

"I'm fine!" Flash called. "I think I found the basement. Stay put, I'll look for a hidden door!"

"Flash!" Peter cried. He ran to the hole and jumped down. He landed on his back. "owowowowowowowowow. F-Flash, are you okay?"

"Get out of here! I'm perfectly fine. I don't need help from someone weak like you!"

"B-but you looked like you were in trouble…" Peter's eyes widened. "Spider!"

"Where? Where?"

"On your back!" Flash saw the small spider and flicked it off of him.

"Eew. Gross gross gross!" Peter clambered over to the spider.

"Don't swat it away!" Peter cried. He picked up the tiny insect. "It isn't damaged. Good. Looks like a Common Green Spider."

"What are you doing?"

"I'm keeping it. Spiders are pretty hard to find here, you know. My Aunt May keeps the house spotless, so I can never find one for my collection."

"Collection?"

"Yeah! My daddy gave me this glass cage full of them. He's on a trip, so I'm trying to take care of them for him. Want to check them out later?"

"No! That's disgusting, weakling! Bugs are gross. Only bugs would think bugs look good…" He paused. "Which would make you a bug boy!"

"B-but spiders aren't bugs. They're Ar-Ach-Nids. Arachnids."

"Whatever, bug boy. They're still gross."

"What's going on down there?" Sam called.

"Just telling bug boy to buzz off! He's too weak to stay down here!" He pointed at Peter. "Get back up there. The Villains 'll come down here and grind your bones into dust! You'll die!"

"R-really?" Peter nodded. "O-okay."

* * *

"In order to secure our loyalty to the group, we must affirm what drives us to be heroes!" Flash said.

"You see this?" Flash held up the vest proudly. "My Dad got it from the milli-terry. He's a big strong soldier who helps defend everyone. And when I grow up, I'll be just like him. A hero!"

"Hooray!" The group cheered.

"Now Peter's turn."

Reluctantly, Peter held up a fishbowl with one spider inside of it.

"W-well," He stuttered. "The bigger one is at home, but this is one of the spiders my dad gave me. Before he….he…." He took a deep breathe. "My dad was a guy who'd do anything to make others happy. H-he told me to always strive to make everyone around me happy. My Uncle said it too!"

"A-and I think of how Ironman makes everyone safe and happy. So I…So I thought I'll be a hero too! And do my best to make everyone happy. Just like Ironman; The best hero of all time!"

The group stared at him in silence. "Eew," one of them said.

"Bug boy," Flash snickered.

"Bug boy!"

"Bug boy, bug boy!" They all chanted.

Peter blushed. "That could be my hero name! Bug boy!"

"Maybe. But you can't be a hero, Peter." Flash patted Peter on the back. "Didn't you say you didn't have a quirk?"

"Y-yes." He fiddled with his fingers. "B-but does it matter?"

"Of course. Not only that, you're always scared of everything. There's no way you could be a hero. Especially one better than me."

"W-well," Peter thought for a moment. "T-that won't stop me."

That was Peter's first time getting punched.

* * *

Peter moaned as his senses slowly flickered back to life. A man with a fine goatee loomed over him, his mouth curled in a motion of disapproval.

" ?" Peter asked.

"Geez, kid. You've already been here twice. I'm not that hard to recognize, you know."

"Oh, sorry Mr…" He paused. "I forgot,"

"It's Doctor. Doctor Strange."

"Oh, we're using hero names? Then I'm…I'm Spiderman."

Stephen chuckled. "You've already got yourself a hero name? That's quick." He grabbed a pile of pills from his desk. "Here. Energy pills. You'll need these."

 _Name: Stephen Strange._

 _Alias: Doctor Strange (He's a bit pissed about it, though.)_

 _Quirk: Magic transfusion._

 _Stephen can manipulate any non-kinetic energy source (like electricity and fire) to power up his body to produce mystical attacks. Unique compared to other magic users, as he is the only one able to use source other than magical objects/sources to power his magic._

"Thanks," Peter glanced at his body. The bullet-wound and bruises on his left arm were gone, but his right arm was still in a cast. "Why didn't you heal all my wounds?"

"Well, for one, I used your body's energy to heal your wounds. Since it's nothing, you know, life threatening."

"My life force?!"

"No, I used your stamina, which has much less energy than your life force. Though using too much can still kill you. Besides, magic often has consequences; for everyone involved."

"Like?" Doctor Strange's face suddenly turned green. Despite this, he calmly walked towards the sink and puked.

"It's okay," he wiped his mouth. "I came back from the Dark Dimension. Your spell just pushed me over the limit a bit. My stomach's been through much worse. Still, this is my point. Even the best wielder of the mystic arts use their powerful spells sparingly. I heard there are actually two in your class: Nico Minoru and possibly that girl called Wanda. Each have their own consequences for their own style of spells."

"H-how did you know?"

"I know a lot of things," Doctor Strange washed his face. "Especially about Stark."

Peter's eyes widened. "If you're wondering why I ate a piece of his hair, it's my fault."

"I meant about One For All."

"So I'm not the only one who knows."

"Right. Most Heroes here know about Tony's power limit. But only a handful know about the true nature of his quirk. It's kind of a mess, really." He sighed. "And yet he insists on giving you a 'treat' by showing up in his most powerful suit today. Now everybody in this school is going to bicker about how Class 1-A was 'special' and got to see Iron man and whatever."

"I guess. It was pretty cool though."

"Of course you do. You were crazy enough to get this far. You're the type to freak out if I told you Tony came here to check up on you personally."

"I would." Peter paused. "Wait. He did?" Doctor Strange nodded.

"Earlier today. Now, if you'll excuse me, I have some house decor I need to banish. Off you go." He began opening up a portal.

"Wait, last question. How do you know about." Peter glanced around. "That-which-should-not-be-named?"

"I'd rather keep that a secret."

"Please?"

Doctor Strange sighed. "Besides from being the main person who helped him after his injury, we're also…" He rubbed his temple. "Awesome facial hair bros."

"What are we?" Doctor Strange's laptop asked.

"Awesome facial hair bros."

"And that means…"

"We stay awesome together because we're awesome facial hair bros. God, I'm never getting another laptop from Stark Infinite again." He muttered as he entered the portal. "Every time I don't sing that song all my data gets erased."

* * *

 _I must've been asleep for a while_ Peter thought as he walked back to the classroom. _The sun looks like it's about to set. I hope Mr. Summers doesn't chew me out for it._

 _What did I miss even?_ He opened the door...

To almost get knocked aside by Doreen

"Fight! Fight! Fight! Fight!" Gwendolyn cheered.

"Come on, Squirrel Girl. Losing more than your nuts?" Luke taunted.

"Oh this just got personal!" Doreen lunged at Luke.

Behind Gwenpool, the two shortest kids – Lunella and Kei – huddled over Kei's tablet.

"And the Ion-polymer goes there…" Lunella gestured. "And perfect! Thanks Kei. I'll pint these blueprints out and give you a prototype."

"Or I could make a monster to produce the prototype right now." Kei suggested.

"No thanks. It'll probably be covered in slime. Besides. I've got a surplus of Barbie's chemistry kit. The plastic's perfect for this."

Behind them, Laura and Nico relaxed on the desks. T'Challa was nearby.

"I do not want to have to repeat myself. Not doing so shows you have bad manners."

"It's not if you don't care."

"I'm curious. Sitting on desks is more comfortable. How is doing so appropriateness?" Laura asked.

"People wish for their work to be used properly. Desks are meant to be worked on. By sitting on them, you mock the work that went into these desks. Furthermore, it is a simple case of bad manners. There is always time for manners."

"I'm with him on that!" Doreen yelled before Luke knocked her onto the ground. "Ack! Foul!"

"Let me think. Tough choice." She shook her head. "Nope."

"I agree with Nico. I do not see how sitting on desks insults factory robots."

"Fine. Be that way." T'Challa turned around. "Oh. It is Peter Parker." The room fell silent.

"Oh. H-hey every-"

"OHMYGOSHYOU'REALIVEWEALLTHOUGHTYOUDIEDDDDDD!" Gwenpool shook Peter like a wet salmon. "HOW ELSE AM I GOING TO EXIST IF YOU'RE DEAD!?"

Doreen rolled her eyes. "Even I think she's nutty. But she is right. Everyone was worried."

"Everyone?" Peter asked.

"Everyone. Your battle was pretty tense. Too bad you didn't get any points for it."

"Figures. I destroyed half the building. Did anyone get points?"

"Only Wanda and T'Challa got points, since neither of them did any major collateral damage."

"And Flash?"

"Flash got zero points, too." Doreen added. "During the review session, Iron man said he could've missed and hit your vital organs. Or hit a civilian in an IRL situation. Overall, your battle was pretty terrifying."

Luke nodded. "She's right. And that's how real men do it!" He punched Peter in the shoulder. "Name's Lucas. Friends call me Luke."

"owowowow." Peter muttered.

"Doreen." She shook Peter's hand. "Doreen Aleene Green."

Gwendolyn did a modest bow before him. "I'm Gwendolyn, the true protagonist. But you can call me Gwen."

"Maybe not. I already know someone called Gwen. I might confuse you two." He said.

She winked. "Exactly."

"Some call me Sam. Other's call me hero," Sam's voice dropped. "You can call me Nov-"

"I'm Kamala, that's Sam. Don't mind him. His helmet can barely contain his ego."

Sam checked his helmet size. It read 'Large.' "Hey!"

"What's with the commotion? We've got the review papers, just like everyone asked." Daniel entered the room carrying stacks of papers. "Oh, hey it's...Peter, right? Good to know you're okay."

Pietro and Wanda came in behind him. "So you're really okay, little brother?"

"Like I told you, Wanda, I only passed out during the fire. No headaches, burns, or anything permanent. I'm FINE."

"Okay. Just want to make sure my little brother is not gowing to whine abowt losing in 4 minwets." She teased. "Who's my wittle brother? You are! You are!"

"Wanda! I'm only younger by a minute!" Pietro moaned. He glanced at the front. "Hey look. It's Peter."

"Peter?" Wanda ran over to him. "Hey, you're alive!"

"It's only a few bruises," Peter blushed.

"Your right arm is still broken, and your costume is destroyed." Laura added.

"Right. That sucks." _Now I have to get my suit repaired. Thanks to my quirk and Flash._ "Hey, where is Flash?"

"You just missed him," Luke said. "Guy was too angry to stick around so he left. That dude has issues."

"I have to go tell him something."

"Wait, Peter." Laura grabbed his arm. "A moment."

"What?"

"During the battle, you were able to predict and evade most of Flash's attacks."

"T-thanks."

"But you were clumsy. There were countless times you could've counter-attacked but you're positioning was, at the least, basic. I know a friend who is an expert gymnast. I'll show you to her. After I can find a time she's available."

"So that I can be more flexible?" Laura nodded. "Okay. Are you asking my permission?"

She thought for a moment. "No. I'm forcing you too."

"That's her version of please," Nico added.

"But why?"

"Because you need it the most." She gestured at Peter's arm. "Out of all of us."

"Got it." Peter began running. _She has a point, though. Out of all the other students,_ _I've got a lot more to learn._

* * *

Flash fed another Kit Kat to Venom. The little thing took pea-sized chunks out of it.

"Hurry up and eat." He muttered,

"I want to savior every bite." Venom said through smeared teeth. "It's not as satisfying without teeth, ya know?"

"Flash, Flash!" Peter called.

"He's already up and at it? Wow, that kid is tough."

"Shut up." Flash squashed Venom back into his arm, along with the rest of the chocolate. He ignored him.

"Flash." He panted. "There's something…I think you've got the wrong idea."

"For what?" he asked. "For when you lied about being quirkless? Lied about fighting me? When we were at each other's throats, how you wouldn't even use your quirk on me?" He kept walking. "You think I'm weak, don't you? Keeping quiet while knowing you could beat me with the flick of a finger. Idiot."

He glared at Flash. "It's not like that. Flash, I wasn't lying when I said I couldn't use my quirk. I didn't hold back because I thought you were weak. I held back because you'd die if I hit you. Like how you didn't shoot me in the chest, to not kill me."

"Shut up, nerd. Doesn't change what happened in the past decade."

"You're right. But I wasn't hiding it form you. Because, my quirk is-" Peter stopped himself. _What am I doing? I can't say anything about One For All. I didn't even tell Aunt May!_ "L-look, I. I just got it recently."

"There's no such thing as a late quirk bug boy."

"T-that's the case for me. Don't know why it was me, or i-if I deserve it, but someone I look up to thinks I've got what it takes. To become a hero." Peter stood his ground. "And I'm not going to let you stop me!"

He snorted. "Nice acting. Encouraging. Good luck fooling everyone else, idiot."

 _Well, at least I didn't tell him about One For All,_ Peter sighed, _but I never got that close to telling someone about it. Never. I have to be more careful._

"Peter Parker!" Tony yelled as he marched towards him.

" ! W-wh-H what are you doing here?"

"I have a few strong words I'd like to share with you!" He pulled Peter closer. "Just relax. I don't want to make it look like I have favorites. I just need to ask you something."

"O-okay…" Peter sighed. He was Tony's favorite!

"Now we need to have a stern talk about your misconducts! To my office!"

As Tony dragged him away, he noticed that Flash was still there. Glaring at him.

"Hey. Mr. Stark." He yelled. Tony stopped.

"It's you again. What's on your mind, kiddo? Thought about what I said?"

"Yeah." Flash clenched his fist. "Watch yourself. I'm going to be the next best hero. And that Tin Can of yours ain't gonna keep you there forever."

* * *

\- Several days later -

Things had been better for Peter, lately. He got along with his classmates well, and his grades were still as high as ever. But the first two days had given him a thirst for adrenaline. His heart pumped every time it was Homeroom, for there was nothing you could expect at MA…

"HEY! You, kid!" Grey-haired man grabbed him. "What do you have to say about Tony Stark as a teacher?"

Case in point.

"W-what?"

"Do you have cotton buds for ears? I'm asking you a question! My reporters have been waiting for an exclusive interview with Ironman for 2 days, yet MA faculty refuses to speak about it! So I'm getting dirty in this pig's den!" He pressed a microphone into Peter. "So spill it! How is the man in the Iron suit dangerous?"

Peter noticed a mob pit of reporters standing outside MA's entrance gate. He knew the media would be desperate to know Tony's sudden change to become a teacher. He didn't know it'd be this serious.

"Hey, you! How has the curriculum changed because of him?" A reporter yelled before the man shoved him aside.

"Back off! GNN isn't get two cents outta this kid."

"C-couldn't you just walk into the school?" Peter asked.

"Sure kid, maybe I'll give my unicorn a manicure while I'm at it. Of course not! The school has defense systems that only let MA students and faculty in. Some idiot activated them, and we're all locked out!"

He noticed that an imposing steel wall covered the entrance gate, save for a door with an ID reader. Likewise, the walls around the school's perimeter had an additional fences erected behind it; towering over the normal brick wall. He glanced at his student ID.

 _No wonder these things are so important._

"Now I'm wondering why they'd even make something so dangerous. Are they that afraid of the press? Of the truth?" He yelled.

"I don't think that's the case."

"Of course it is! There's something going on they don't want us to know!"

"Okay. Nice to hear that. Now I'll just be going now..." Peter made a mad dash for the barrier. The man chased him.

"Tell me! Is Iron man a menace of a teacher? How reckless is he with his suit? Is he flirting with the teachers?"

"How would I know that?" He jostled through the crowd of news-hungry reporters and ran his ID through the scanner. The door opened a scratch, and he slid his way onto school grounds. The man crashed into the wall as the door closed behind Peter. Furious, he pounded against it.

"I swear I will get the truth out, or my name isn't J. Jonah Jameson! To strive for the truth, the only truth, and nothing but the truth from threat Iron Man poses to us all!"

He breathed a sigh of relief. _Phew. I'm safe. That guy has issues._

"Having troubles too?" T'Challa helped Peter onto his feet.

"Yeah. How is anyone getting into school?" he asked.

"Several less-crowded entrances, though I assume no one's getting to class on time."

"What about you?"

"They let me pass after I gave them what they wanted. A full, in-depth explanation about what I think this school represents. I first began with how the school was bui-"

"You don't need to explain it to me. I'm good." _At least the drama is over._

"Higher, I can almost reach it!" MJ yelled.

 _Or not._

Her head poked from over the barrier. "Wazzup?"

"MJ!" Peter cried.

"Your BFF from your old school?" T'Challa asked.

"BFF? Awww, I'm flattered."

"How did you get up there?"

"A Journalist has her ways." She grinned. "My partner's threw me up here with his quirk. This is part of my project!"

"Hey, wall girl!" Jameson yelled. "1$ for every picture you can get of MA, Good quality. 10$ If you can get me a picture of Tony Stark!"

"Is that Jameson? J Jonah Jameson?" MJ fumbeled for her camera. "O-of course sir!"

"Run for it?" He asked.

"Run for it." The two began running.

"Good!" MJ called. "Keep that angle. It'll be great for the front newspapers!"

* * *

"Alright. For the sake of time, my reviews on your combat training yesterday have been E-mailed to your accounts. Please don't share, I've had my fill of dick-measuring contests today." Cable checked his phone for surveillance of the entrance gate. Still crowded. _Tony's taken the day off. Thought he'd love the crowd._

"Before I get to the focus of today, I do want to congratulate the students who were able to use their quirks in effective and non-lethal ways…" He eyed Flash. "I also suggest that those who were unsuccessful in this should either consider changing their attitude or reading the nearest dictionary for the term 'simulation'."

"Now onto business. Today you will all choose this class's representative."

The whole classroom waited.

"What?" He asked.

"Who's class rep?"

"I just said you get to decide."

"We decide?"

"Yes As future heroes, you'll be tasked with making numerous decisions. Now is the time that starts. On that note, I understand being Class Rep gives you extra brownie points with Hero agencies, but remember that Class Rep's represent the class. So I suggest you think rationally about this." He picked up an empty body bag. "Besides that, do whatever you like. I'll be back."

"From what?" Gwendolyn asked.

"Killing a time-traveling Hitler trying to win WW1. His meddling is causing numerous monsters to rise."

"Like?"

A small student with grapes for hair came into the class. "Wait, where's Mr. Aizawa?"

Cable snapped his neck and threw the body over the edge. "Like that."

Gwendolyn shuddered. "Horrifying."

"Could you repeat the instructions again, please?" Doreen asked.

"No." Cable activated his Chrono-disc and disappeared in a blinding flash of light.

The classroom was silent. Sam raised his hand. "I should be class Representative."

"No!" Everyone cried.

"But I've got the coolest quirk!"

"That does not relate to how effective one is in leadership and formality, Sam. The class representative must be both adept at handling the class, and help improve the image of Class 1-A" Daisy explained. "On that note, I think I should be leader."

"Nice try, rejected bouquet, but we can't both be president." Flash snarled.

"Are you suggesting you, a loose cannon, represent our entire class?"

"What's wrong with a loose cannon if it gets the job done, huh? If you're in charge we'd be doing nothing but signing papers and learning the proper way to hold a damn teacup!"

"At least we won't be arrested for violating protocols!"

"Do you think Villains care about protocols!?"

"Well, count me out." Luke relaxed in his chair. "I'm plannin' on startin' my own business. It's gonna be 'Heroes for Hire' or somethin'. I'm not the leader type. Never will be."

"That's stupid. Who'd hire a random Hero for jobs others would do for free?" Daniel asked.

"Better question. Who'd hire a guy with glorified oven mitts?" Luke joked.

As the two pairs bickered back and forth, Kamala made her way to the front of the class. "Hey everyone. Why don't we vote?" The class stared at her in silence.

"Vote?"

"T'Challa cut slips of paper for everyone. We can all write the names of who we want to be president on the pieces of paper, turn them in, and whoever has the most votes win. Second place is Class Deputy." In the back row, T'Challa had raised his hand.

"Despite my own feelings, It is the most rational and fair way to choose a president. Plus, with how important this role is, and based on how little we know of each other, everyone will vote for themselves. Therefore, the one with the most votes must be considered the most capable in our class."

"Good idea. Why didn't you just say it yourself?" Peter asked.

"Many people seem to argue with me when I talk," he pointed at Flash. "Especially Flash."

"No I don't."

"That's his point." Daisy said.

"Shut up, you Princess Peach rip-off."

* * *

"Alright, I tallied up all the votes, excluding animal companions and such." Doreen opened her mouth. Kamala glared at her. "And yes, while all ten squirrels you had are clearly sentient, they are still animals. So twenty votes in total. The results are on the board."

 **CLASS VOTES:**

 **Kamala: 1**

 **T'Challa: 0**

 **Daisy: 2**

 **Sam: 1**

 **Robbie: 1**

 **Flash: 1**

 **Luke: 1**

 **Daniel: 0**

 **Lunella: 3**

 **Peter: 2**

 **Gwendolyn: 1**

 **Doreen: 1**

 **Pietro: 1**

 **Wanda: 0**

 **Lin Li: 0**

 **Aiden: 1**

 **Nico: 0**

 **Laura: 1**

 **Scott: 2**

 **Kei: 1**

"You knew I didn't want to be class Rep, so you voted for me!" Luke accused Daniel.

"You can't pin the blame on me."

"Whatever. Doesn't affect me," Flash muttered. "Though who the hell voted for Peter…"

"Someone voted for me?" Peter muttered. "W-who could that be?"

Behind him, Wanda looked as inconspicuous as possible. _He was pretty good during combat practice, but he's pretty bad at talking. I thought maybe being class rep would help his ego, but now I feel guilty for not voting for Pietro. He's good at acting on his feet. Confident too. Just too quick-tempered and short-sighted. He would've liked the position..._ Wanda clutched her head. _I'm having a migraine..._

"I assume you voted for me." Laura asked Nico.

"What can I say? Having a terrifying lab rat as a class rep would sure help our class's reputation." She held up her hand. "You're quiet, too. Up top."

"W-who voted f-for me?" Aiden stammered.

Lin Li raised her hand. "You where the only person I know here," she whispered. "Plus, you have a good heart." Aiden wrapped her in a bear-hug, tears in his eyes.

"ThankyouitfeelssogoodtobeappreciatedbysomeoneforonceinmylifeIcan'texpressthe…"

The whole class was in turmoil. "Okay, Okay everyone!" Kamala yelled. "Based off these results, the Class representative will be Lunella. And the class Deputy is either Daisy, Scott, or Peter."

"Daisy," Scott said. "I'd rather give the position to someone more responsible."

"And I'm already busy with a lot of things already. I think Daisy's more qualified." Behind Peter, Wanda groaned.

"Thank you, Mr. Summers. Mr. Parker."

Lunella and Daisy took their place at the front t of the class.

"I will do my best with this rank I have been granted. I hope to help you all to the best of my abilities this year."

"And I'll make sure to handle all the stuff being Class Rep gives. Or build something for it. I've actually been working on this device for seating charts…"

 _Good thing Lunella is the class representative,_ Peter thought. _If Daisy was class rep, we'd have to listen to her drone on about protocols 24/7. Though I wonder who voted for Lunella? She's the smartest amongst us, that's for sure. But she's also the youngest._ He glanced at T'Challa. _I wonder how T'Challa's feeling. He seemed really eager to be Class Representative, but no one voted for him. Yet he's the one who asked for the voting system. Maybe I'm overthinking this._

Just then Cable walked into the room. Carrying the head of a dinosaur with an eye-patch; the axis symbol drawn on it. "Class is over. You're all dismissed"

* * *

"Lunella, Peter, come sit here!" Wanda called. To her right, T'Challa stared listlessly at his food. Distracted.

"Sure," Peter and Lunella sat down opposite to them.

"You two are hanging around a lot now. What's up?"

"Oh, we're partners in science class. We're working on a way to improve my Webshooters."

"They're amazing," Lunella held up a flat eraser-sized capsule. "Your friend has the ability to shoot webs out of his mouth. He took his spit and examined it until he could create two synthetic compounds. One is this powder thing you see at the bottom; the other is this small liquid in this space above. Flick this switch to combine two and it creates massive amounts of silk-like material. Web fluid. The pressure in this is what allows him to shoot the material. It also dissolves in an hour." She jumped in her seat. "It's GENIUS!"

"Agreed." T'Challa said. "Remarkable."

"I'm just good with chemicals. You're the one who made it better," Peter commented.

"Better?"

Lunella held up slimmer version of Peter's web shooter gauntlet. "He let me look at his web shooter design. I made some...improvements. Smaller port for increased pressure, stronger spinnerets. Just strengthening the launching power."

"And I'm working on making the web fluid a more thread-like version of the current web fluid. It'll be stronger and extremely stretchy. More like the strands I can shoot out of my mouth rather than just sticky webs. I have the prototype right now, actually"

"So soon?" Lunella asked. "Let me see."

He gave her the prototype. "I've been working on this stuff before school started. This was based on what I was going to use originally for the Web Shooters, but the pressure is too much. It's good for one shot, then the capsule breaks." He shuddered. "But, with your new design it might work!"

"Neat. Science nerds for the win. Up top!" Lunella and Peter fist-bumped.

"Amazing." T'Challa muttered. Wanda, Peter and Lunella looked at each other.

"T'Challa," Wanda began, "are you ok-"

"Are you upset that I'm Class Representative and you're not?" Lunella asked.

"Lunella!"

"What? Was I supposed to say something else?"

"No. She is correct," T'Challa said. "It is not for the reason you think, though. You know who my father is?"

"Yes!" Peter said. "T'Chaka, current king of Wakanda, The Black Panther. He's a big diplomat in spreading Wakanda's influence around the world, as well as running one of the best Hero companies to exist! The first Wakandian king to ever do so."

"Yes. And I am his heir to the throne."

"You are?!"

"I thought you figured this out already. I did say he was my father."

"B-but there's no one else for the throne?"

"No. Just my little sister. I try to avoid making any direct statements about my position, to avoid being judged based my lineage, but I would rather tell the truth in whole."

Wanda nodded. "In that case, why are you so worried about school? You're set for life!"

"As his heir to the throne, it is my duty to be ready to lead my people. One of the most important lessons for a king to know; one my father taught me, was that a true king must not prioritize what he can do for his country, but rather what is best for his country." T'Challa said. "It is why I wish to learn how to protect people. And That is why I voted for you, Lunella."

"You did?"

He nodded. "You are one of, if not, the smartest person in our class. During your last battle, you were able to predict and prepare for the enemy. Furthermore, you were extremely resourceful without your dinosaur partner, and showed extreme calm in the face of adversity. But your last quality is that of being approachable."

"Daisy, while undoubtedly skilled, lacks connection with the other students. I, too, tend to focus more on a person's capabilities more than their current thoughts. With that in mind, you were the best person possible for the role. And as much I'd love to be in charge, I must face the facts and accept the vote."

The group stared at him in silence.

"Wow, are you sure you shouldn't be class rep?" Wanda joked.

"A king is as much of a slave to his people as they are to him."

"You're not helping your case."

"I only wish to become as great of a man as my father. To follow in his footsteps, and usher in a new age for my people." T'Challa said. "And as a hero to the world."

Peter smiled. _T'Challa's great._

"Hey, I just had a thought. Where's your pet dinosaur, Lunella?" Wanda asked.

"On school grounds, possibly near the Familiar Rec Center. Last I saw him he was hanging out with Doreen's squirrel. And he's not exactly my pet. He's more like a partner."

"W-with a squirrel?"

"Yes."

"An edible squirrel?"

"Yes. Your point?"

Suddenly, an alarm went off throughout the school.

"What is it?" Wanda cried.

"Break-in! That alarm means everyone has to evacuate!" One of the seniors yelled. "Someone's breached the school's barrier!"

"Has this happened before?"

"No! Get moving!"

Lunella grabbed her bag. "Got it."

The three of them jumped out of their seats and joined the wave of people running away. The three….

Peter glanced back at T'Challa. "What are you waiting for?"

"Wait…" T'Challa paused. "If this is a villain attack, evacuating in such an unorganized manner would make us vulnerable targets." He ran towards the crowd. "I have to find out the cause of this. Peter! Do not move a muscle!"

"Wh-" T'Challa used Peter like a ramp and leaped off his head. He hopped over the sea of bodies, straining to keep his balance.

"Hey! Get off!"

"I am so sorry, friends!" Even as stood above the crowd, he could see the corridor was filled to the brim with panick. _This is bad. Uncoordinated movement. If this were a true breach, a villain would capitalize on this. Use it as a distraction for either an attack, or to steal something. But the fact they haven't done it yet..._

"Get off my head!" T'Challa briefly lost his balance as one of the student tried to shove him off. He quickly regained his balance again. On Wanda's shoulders..

"Sorry!"

"It's okay. I needed a workout anyway," The sea of bodies began to crush her. "Just hurry up!"

With his position secured, he checked the adjacent window. It had a clear view of the main courtyard. There, a crowd of Journalists and reporters were swarming two heroes; Deadpool and Cable.

"We can't do anything without causing PR trouble." Cable muttered. "How the hell does Stark get anything done with this. It's a nuisance."

"Who cares? It's Lunch hour, and we've go a spicy selection here. Lookin at you, you saucy Chimichanga!" Deadpool pointed at Jameson. "You ready for our hour-past-twelve?"

"We're the ones asking questions!" Jameson yelled. "Give us a scoop on Iron Man you over-grown tumor and we'll be outta your hair. Where is Iron Man?"

"He's not on site, today," Cable's hands instinctively wrapped around his gun. "He has other priorities besides being a teacher. I'll send you his address."

"But of course! The billionaire playboy gets payed for a job he's not around for. People send their children, children! To this school to become aspiring heroes, just to find a reckless buffoon who does Jacksh t partying at his resort inside his tank-crusher! Is this what's become of MA?"

"Is this what's become of the news?"

"Can it cyborg. Just get us an honest conversation with Ironman! We want the truth!"

"I have a better idea. Stand back, everyone!" Deadpool yelled. He pulled out a purple, cylindrical object. "I have a dildo and I'm not afraid to use it!"

"Wade. Stop waving that around."

"Oh ho, you think this is funny, huh? But when I'm finished with this, you're going to be stuck in the R rated section! You'll be buried alive amongst all the SAO hentai!"

"Mr. Wilson, what exactly do you mean by that?"

"What do you think about Ironman's seemingly reckless and sudden decision to join MA?"

"How is Iron Man adjusting as a teacher?"

"IS IRONMAN A THREAT OF A TEACHER OR A MENACE OF A PERSON?"

 _It wasn't a breach by villains. It was a breach by the media! No need to evacuate for something like this._ _But where are the teachers? No one else realizes this? I must get everyone's attention. With something loud._

"Thank you Wanda!" He leaped off her back, searching for familiar classmates. Anyone with a quirk or power for this job. _Peter? No. Kei? It would take too long. Daisy? Too dangerous..._

He noticed Luke and Daniel in the crowd. Luke was holding back the crowd as he tried to reach for something.

"Get off her! You're gonna crush her!" Luke cried. _Short._ T'Challa thought. Of course!

"LUKE! DANIEL!" he yelled. "Is that Lunella?"

"Yeah! She's getting trampled!"

"Throw her to me!"

"Fine, she's better where you're at!" Luke wrestled Lunella out of the crowd and threw her at T'Challa just as the crowd began to overwhelm him.

"I'm not a rugby ball you know…" she readjusted her glasses. "But thanks. What do you need?"

"Your dinosaur friend. His roar will cause everyone to stop."

"Won't that just scare everyone?"

"Possibly, but he is the quickest option available now. Can you reach him?"

"Yes. But he'll have to break a window or something for it to work. And there' a chance it might cause more panic."

T'Challa thought for a moment. "Lunella, how exactly do your powers work?"

"Quick explanation. I switch bodies with Devil."

 _Name: Lunella Lafayette_

 _Species: Inhuman heritage_

 _Ability: Dino Body-swap_

 _Lunella can switch bodies with Devil Dinosaur at will. Other intense emotions can accidently cause the same affect._

"I have a better idea. But you are not going to like it."

"What?"

"Bring Devil here. Now."

"But he can't fit…" Lunella's face grew red. "Are you sure?"

"Do not worry, I will do the talking. I wish it does not have to be this way."

Lunella sighed. "It'll take a while but, fine. You owe me, though."

"Of course." He briefly lost his balance. "But I don't think I'll make it with the extra weight..."

"You can do it." She gave him something from his bag. "it'll help."

T'Challa smacked his head. He attached it to his wrist. "Of course! Thank you!" He began leap-frogging his way to the end of the hallway. _Close! Almost there!_ In a final burst of speed he leaped towards the door. _I cannot use my claws, as I'd be unable to support both me and Lunella without falling. But thanks to her..._ T'Challa pressed the center button on the webshooter. _I can make it!  
_

A thick foam of web shot out of the webshooter; the capsule breaking upon use, but T'Challa hand now stuck to the wall. _Perfect! Right in front of everyone!_

Just then, Lunella's eyes turned rabid. She began snarling, roaring, growling. Her nails clawed at T'Challa's face.

"Yes, yes. I am a bad person, keep growling!" As Devil roared with what rage a mighty beast could fit inside a 10 year old's body, people began to notice them.

"Hey, what's up with that kid up there?"

"Weird."

"EVERYONE!" T'Challa yelled. "There are no Villains here! The breach was caused by the media! There is no need to evacuate! Return to your normal duties in an orderly fashion! I repeat, THE BREACH WAS CAUSED BY THE MEDIA!" With the crowds focus now on him, the cluster of people began to slow down.

"That's was all?"

"He's right look!"

As if on cue, police cars arrived outside of MA, ready to send the pesky media away.

"All right! You asked for this! Deadpool unboxing, coming right up! Make sure to like, subscribe, and accept my legit amazon gift cards. And a one, and a tw-oh, the police are here." He glanced at his waist. "Nice. Extra runtime for ads."

"You are a disgusting creature, Wade."

T'Challa breathed a sigh of relief. "We're all safe. Good."

In his arms, Lunella clutched her stomach. "Ugh. I feel like I've got squirrels in my stomach."

"I believe he correct expression is 'butterflies in the stomach', Lunella."

"I know."

The two fell silent.

"Do you know how to get this webbing out of my hand?"

* * *

"Log date 20XX/REDACTED/REDACTED, This marks our first election on this years class officers. I understand it is so sudden to start choosing class officers already, but it's-"

"What the hell?" Flash yelled. "This is a school. Why would the date need to be censored? Verbally?"

"We are dealing with vital information. It's important we keep it contained, especially considering today's events."

"Why would villains care about that?"

"It's protocol."

"Isn't it also protocol to follow your superiors?" He pointed at Lunella. "Huh?"

"Ugh. Idiot." Daisy muttered. "I'm sorry. Lunella Lafayette, you should introduce today's procedures to the class."

"It's okay, Daisy. You don't have to do that anymore…" she made her way to the stand. "Look. I first want to say thank you to everyone who voted. But, I need to get something out."

"I don't think I'm qualified. Intelligence isn't just about how fast your brain works, nor is it the only thing in being a good leader. Experience, natural confidence, all these things don't only play a part in one's intelligence, but also in being a responsible leader. And knowing when someone else is more suited for the role."

"This is going to sound..."

"Presumptuous?"

"Yeah. Presumptuous, because I want to say that based on today, I believe T'Challa is more suited for this position. So I hereby resign as Class Rep and give my position to T'Challa. For his foresight in today's incident, and for the way he treats everyone with respect."

"That's crap!" Flash stood up. "You can't do that, It undermines the whole point of an election!"

"Give it a break, man." Luke said.

"No. Flash is right," T'Challa stood up. "I would be a liar if I said I didn't want this position. But, in accordance with the rules set by the class, I ask if anyone is bothered by this."

The class was silent.

"Only Flash?"

"You were pretty cool during the evacuation," Daniel mentioned.

"And that slam dunk near the end!" Luke whooped. "You make the NBA proud!"

"That's great!" Lunella glanced at Cable. "So is it okay if we switch?"

"It doesn't matter whose Class Representative, as long as someone has the job. Just hurry it up" He wiped his face with a towel. "Damn Nazi bees..."

"Whatever. Just thought someone should say it." He reclined in his chair.

T'Challa bowed. "Thank you all. I will do my best with this position I have been given." He shook Lunella's hand. "Thank you."

"Don't mention it. More free time for me. Just make it so I'll be the one thanking you next time."

"Of course." He stood in front of the class. "Thank you all for this opportunity. Now, my first act as Class Representative, I'd like to say something first." He announced.

"We are seen as elite students. The best of the best. As such, we must push ourselves to the limits, and break past them. With that said…" He took a deep breathe. "We are all miles away from that goal!

"Kei! Your fixation on drawing distracts you for the task at hand. Multitasking, especially at our age, is bad!"

"I'm not drawing!"

"Then what is that underneath your hoodie?"

"W-well, you…and…uh…." Kei flustered.

"Flash! Mind your manners. If you keep acting in such a poor way, who will help you when you need it? Every great hero needs connections to survive!"

"What makes you think I'd need any help, Pink Panther? I'm just fine on my own."

"Then you can at least put your feet off the desk!"

"Bite me."

"And Peter! Your constant stammering is only going to make communication harder. You must keep your voice steady!"

"G-got it."

"I could on about all your individual mistakes I've seen in the past few days. Which I will, in a document you'll all receive today. Each individual has their own mistakes they need to fix. Including me. Fix these, and we become closer to true, proper mannered heroes!"

"You sure your not taking too far?" Nico asked.

"True villains never back down. So neither can we!"

"Right on, my man!" Luke cheered. "Wooh!"

"As long as he follow protocols, I'm fine." Daisy sighed. "But I did get more votes than him…"

 _They're like a pack of feral dogs. Too loud and ambitious_ Cable thought to himself. _But it helps to have someone to bring up morale._ He glanced at the MA barrier. _Especially with what's to come…_

* * *

Domino tapped her gun on the hood of the truck. "And I thought rush hour was dangerous."

A massive truck full of trash had crashed into the wall, creating a makeshift platform to scale the wall. "But the fall afterwards would be too steep to avoid injuries. Unless everyone had some fall-softening quirk, this would be impossible."

"True. They must've had help from someone else." Behind her, an anthropomorphic duck lit his cigar. "Witnesses say that they just strolled in right through the door. But then they wouldn't need this truck. This truck that is also several miles from it's standard route. Can't have been an accident. I'm skeptical." He walked over to the main entrance and activated the barrier. As expected, a pair of doors rose from the floor, and a barrier surrounded the entrance. He pushed the door. "It's unlocked."

"Then what's with the truck?"

Howard lit his cigar. He pulled a card out of the ID scanner. It had a fake ID card, heavily coated in some sort of blue dust. When he rubbed the dust off, it was blank.

"Hear me out. Attacker finds a way to open this gate. Media personnel just roll with it and get into MA quickly. This guy uses this as his ticket in. Judging by 'da damage, probably only steals something."

"That's stupid. He'd be stuck within school walls. I sure as hell would make sure of that."

"But, if we witnesses reported that a truck crashed here, we'd be obliged to check it for potential threats. Our attention diverted, Villain gets his window of opportunity to escape."

Domino clenched her fists. "Howard, you're saying…"

"We just got played? Yeah, big time."

"Dammit!"

"Don't beat yourself up over it." Howard blew a smoke ring. "A sprained toe's not gonna help us catch this guy. The real problem is that he couldn't have done this alone. And he obviously had the brains and brave to pull this off. Which means we've got trouble."

* * *

 **Author Note: I know a lot of X-force members are teachers, but I think it makes sense, as they're all war veterinarians. If they're suddenly able to get back into society, becoming teachers would be a sweet deal for them.**

 **Other than that, have a great day, and sub to Pewdiepie.**


	9. MMA special: Babysitting

**Author's Note: I had a writing competition with a user (whose name I won't mention without their consent) and we had a prompt to have Peter and Shuri be stuck in a room together. This was my story. Not MMA canon.**

 **Hint: Use google translate for Afrikaan-to-** **English**

* * *

Peter rubbed his head. _What happened? H_ e thought. He remembered bumping into something, hard. Or something bumped into him.

 _And what was is…this?_ A LEGO replica of the tower bridge loomed over his head. He shoved it off of him.

He remembered that T'Challa had offered to take him and Wanda for his monthly visit to Wakanda during the weekend. His stomach still churned from the way the Royal Ship had lurched through the sky. But it didn't answer why he was here.

At the front of the room there was a door handle. He tugged it. A holographic warning popped up.

DOOR MODE: LOCKED. REQUEST: T'CHALLA, SON OF T'CHAKA.

CONDITION: REMAIN LOCKED UNTIL ANOTHER REQUEST BY ROYAL FAMILY.

NOTE: "Sorry Peter, I cannot leave Shuri alone."

"Who is…" He felt a Lego brick hit him in the back.

A small 6-year old girl glared at him. At her side, the ruins of the tower that he had accidentally broken. Her hair was neatly tied up in a bun. Shuri.

Now he remembered. T'Challa had been giving him a tour of the lab when the alarm went off. As per protocol, the two of them rushed to the evacuation area.

* * *

 _"How much longer until we get there?" He asked._

 _"Only a few more turns. I hope this is only a drill."_

 _"It probably is, right? Wakanda has some of the world's best technology. Especially in defense."_

 _"That is exactly why I am worried."_

 _They ran past a bright-red guard wielding a spear...at a child. T'Challa grabbed Peter. "Wait!"_

 _"Kry terug in jou kamer jon vrou!" The guard yelled._

 _"Okoye! Shuri! What are you doing?" T'Challa barely seemed fazed by the absurdity of the situation._

 _"I caught her escaping, again!" she spat. "Now she will only go back inside if I play along with her."_

 _"Net soos Mr. Bond!"_

 _"Sister, how rude of you!" He squeezed her cheeks. "But we must make haste now. To safety."_

 _"Ja. Go ahead, I'm needed elsewhere."_

 _"Where?"_

 _"To protect your family. Communications have been hacked, and all lights in the above floors have been turned off. We have been invaded."_

 _"Take me with you. Now."_

 _"Prince, I cannot-"_

 _"It is your duty to give your life to the king and his family. I am his family. Leaving me behind would break that rule, no?"_

 _She chuckled. "Soos'n troste leeu. Come then."_

 _"I'll come to." Peter offered._

 _"You cannot, Peter." He glanced at Shuri. "I know I sound selfish, but someone must protect her. Her room is close by. Stay with her there."_

 _"We can leave her in the evacuation room."_

 _"All alone? And while we're under attack?_ _What if there are invaders expecting that and are waiting for her._ _Not a good choice."_

 _"Then we can just bring her along. We can all keep her protected, right?"_

 _T'Challa's eyes widened in fear. Okoye laughed. Shuri jumped up and down in excitement. "Meer Swart Panther avonture!"_

 _"Peter," T'Challa seemed at a loss for words. "Shuri is-well-she is an excellent sister, and a genius…" he glanced at Shuri again. She had her arms crossed; grinning from ear to ear. "And she is…is…Okoye, what is the quickest way to knock someone out?"_

 _"Allow me to teach you."_

* * *

And then he woke up.

He rubbed his temple. That spear was heavier than it looked. "How long have I been in here?" He checked his phone. "3:30 pm. Almost an hour. I have to go make sure T'Challa's not in trouble. Now how..." He felt something hit him in back of his neck. "What?"

Shuri was holding up a pile of Lego bricks; murderous intent in her eyes.

"Teef! Jy het my toring verwoes!" she began to barrage him with 2 by 4 Lego bricks.

"Ow, ow. Hey, if that was your tower, I'm sorry!" one of the Lego bricks hit him in the eye. "Calm down!"

"Ek het gedink jy was 'n held!" She grabbed her lego box. "Dit het tyd geneem om te bou!"

"Okay, time out." Peter grabbed Shuri by her waist. "You've been a bad girl." She thrashed around in his grip as he placed her on the bed.

"Seun van 'n teef! Eater van kak! Gaan na die hel!"

"I can't understand what you just said, but I feel like you just insulted my mother."

She paused for a moment. "Pe-ta."

"Oh, so you can understand me a bit. Good. Did T'Challa ever talk about me?"

She tiled her head to the side like a confused cat.

"Did. Your Brother. Talk. About. Me?"

"Y-es." She said. "Pe-ta"

"Good. So you know I want to be a hero?"

She nodded her head.

"Good. So you know that I am a good person. I will not hurt you, but I do not like your language. So stop saying bad words and relax. Understand?"

She smiled at him. "Fu-ck u."

"Okay, now you asked for it." Peter fired a shot of web at Shuri's mouth.

"MHMHMMHMHM!" She cried.

"Trust me, it tastes better than soap."

She crossed her arms and turned away from him. "MHmhMh mmmmmmhhh hm"

"The feeling's mutual." He scanned his surroundings. He was in a small cubical room littered with cars, LEGO sets, and books. Some of them thicker than Peter's hand. _Must be when the caretakers get bored._ The walls were decorated with images of fresh, open farms littered with cows. Next to the door, a farmer proudly held up a bucket full of milk. His face, like the rest of the room, was ruined by random lines and drawings of gibberish. To the right of the bed Shuri was on, there was a window overlooking a beautiful view of the city. He tried to open it.

ACCESS DENIED.

He tried opening the door again.

ACCESS DENIED

He tried kicking it.

ACCESS DENIED

He tried to find something in the door he could use. There was an ID scanner at it's side, but the screen read:

ACCESS DENIED UNTIL CONDITIONS MET.

He noticed a vent on the ceiling. He fired a web-shot and ripped open the hatch.

"Ha! Success! "Behind it, another grate was there. This time built out of steel and protected by a 16-word password, a DNA identifier, and facial recognition. On his side. "Why is this place more secure than the rest of the building?!" he glared at Shuri. "I assume you have something to do with this?"

She refused to look at him. "Fine. Be that way." He glanced at the window.

 _That's the weakest thing here. Maybe I can…_ He punched it. The window rippled as soft blue energy flowed through it. _Vibranium-laced windows? Sweet. One For All might do it._ It was a admittedly dangerous and stupid plan, but it was worth a try. He charged One For All through his fingers. _But the area is really small,_ he thought, _And if it doesn't break, I don't know what will happen. Besides, Shuri…_ He turned off his quirk. He might as well respect one of T'Challa's wishes.

"This is bad. Really bad." He paced around the room. "T'Challa might be in danger. Last time I checked Wanda was touring the city with T'Challa's friend, Nakia. And now I'm stuck with a tantrum machine. There must be something I can do…" The sound of crying interrupted his thoughts.

Shuri was rolled up in her blankets, crying, "Oh not-I'm sorry that I had to treat you so roughly. It's just that now is not the time for…" he sighed. Time to pull out his master card.

He frantically shook his hand like it was possessed by a ghost. "Oh no! my Web shooters are malfunctioning. How unfortunate!" He fired a web shoot above Shuri. "Oh no, it's misfiring!" He fired several shots all over the place, before he pointed it at himself. The web shot covered his entire face and fell butt-first onto the ground. By chance, one of the many LEGO bricks she had thrown at him was beneath him.

He wasn't proud of what happened next.

Shuri clapped her hands as she danced over him, laughing at his misery.

"Ha ha," he groaned. "Now you're smiling." He rubbed his butt as he got up. "Look, I'm sorry for before. Just let me take this off, and no more hard feelings, okay?" He gently ripped the webbing off of Shuri's mouth. "Lucky I packed the softer cartridge…"

"Pe-ter!" she smiled at him.

"Yes. Peter Parker."

"Pe-ter…Par-Kurr."

"We'll work on it. Now just keep playing while I go and find a way out of here." As he stood up, Shuri tugged on his pants. "What?"

She patted the spot where his phone was.

"You want to play games? Sure. I might need it later, but I've got Drawl Stars on it." He unlocked his phone and gave it to her. "Just don't look at anything private, okay?"

Shuri's ignored him as her fingers danced across the phone. "O-kay then…"

 _How else can I escape? Shuri did it once…_ He snapped his fingers. Of course! She's of royal blood.

"I just need to borrow your hand for a second…" he dragged Shuri so that her palms were wrapped around the door handle.

FINGERPRINT RECOGNIZED. PROCESSING, PROCESSING.

PERSONNEL NOT AUTHORIZED TO USE DEVICE.

"Huh. Weird." She grinned at him sheepishly, then sunk back into the phone. _How else could she have gotten out? If this is her room, she must've had something here she used to escape. Maybe it's in her cabinet? Hopefully, otherwise I'd have to play beggar and ask her to help me._

He opened one of the drawers. Before he could look inside, Shuri began to shriek at him. "Okay! Privacy, got it! Which one can I open?" She pointed at the top drawer. "Alright. Let's see what's in here…"

He opened it to find a single, purple scrapbook. There was no title, just the picture of a Black Panther costume with messy handwriting. He turned to the first page.

The first page had a picture of a younger Shuri, about 1 years old. There was T'Challa, his mother and father, and a younger version of that guard lady he had seen earlier. One of the Dora Milaje, if he remembered correctly.

The second page was the same, except Shuri was slightly older and happily clutched a phone in her hand. The rest of the family was still smiling, except their faces were more worn with fatigue. As if they had tried to capture a wild animal with their bare hands.

The rest of the book had no more family photos. It was all filled with single-shot selfies and photos Shuri had taken. Things she had been doing. They were simple, at first. The first of the photos had her switching sugar for salt. Another had her putting a fish underneath someone's cushion. Then they got…weirder. A Dora Milaje's spear that fired confetti. A selfie of her filling T'Challa's suit with whip cream.

The final photo was of the ship Peter had flown in. Except it was several feet above the ground and covered in sun-flower graffiti. According to the picture, several guards were chasing it around whilst Shuri hid behind a crate of boxes, controlling it with her phone. Based on the angle of the shot, it was taken from a security camera.

The rest of the pages had sketching's for a phone, each part of it drawn down to the last circuit. With descriptions he could vaguely guess were material requirements. Next to it, a sad face.

"Wait. So you were actually in trouble before I got here. Because of your pranking..." He heard the door open behind him.

Shuri grinned sheepishly at him. She waved his phone; now covered in complex programs and algorithms. A feature he didn't even know was possible.

"It's that easy, I guess." He began walking out the room. "C'mon, let's get you somewhere sa-"

A masked man leapt in front of Peter, gun pointed at his chest. "Hands on the ground where I can see them! " Suddenly, the door slammed shut behind the masked man; squeezing his arm against the door frame. The door rapidly shut several times as the guy screamed in pain. Peter kicked the man into the wall and stuck him there with his Web shooters.

He glanced at Shuri. She stood up now, hugging his phone. "Thanks for that." She offered his phone. "No thanks. You can keep it. I know a guy who can get me a new one."

She bounced out of the room. "Peter! Peter! Yay yay!"

Peter smiled. "Thanks. C'mon. T'Challa might be in real trouble. Stay close to me and don't run away." Shuri did the exact opposite and skipped away from him. "Not that way! You're heading to the lab. The…lab."

He made a Shuri-esque grin. "Lead the way."

* * *

"Rampage-5 give us your coordinates."

"Royals locked up on main floor. Control of city grid confirmed. Request sending in Parrots-1 and Parrots -2."

"Negative. City is not aware of situation yet. We do not go loud."

"Understood."

"Rampage-5, you have a request by Delta-S to use Conqueror."

"Already tried. Door's made of Vibranium alloy. Not unbreakable, but considering life-signs inside we won't make it."

"Search the lab. We've got men down there, don't we?"

"Understood boss. Zero Dawn, do you copy?"

*static*

"I said do you copy…"

*static*

"I repeat, do you copy?"

"Sarge," the man whimpered. "They're coming. Run. RUN!"

"Who is?"

"You won't survive a minute! This girl approached us. We thought she could be a hostage or something, but she…she..she had one of these bracelet things on. It was on the desk a minute ago, didn't mind it. Then her body guard came in…and then the-the weapons. Oh god run!"

"Negative. Zero Dawn 1, be more clear!"

"JUST RUN!"

A miniature tank bristling with weapons crashed through the door . A little girl sat on it, controlling it with a phone. Behind her, a boy wielding a gauntlet of some kind shot webs at Sarge's hand; sticking it to the table. The rest of Rampage aimed their weapons at the girl.

"Shuri. Set the weapons to non-lethal, okay?"

Shuri pouted.

"If you do, I'll team up with you in Forknife."

She perked up. "Winner winner chicken dinner!"

"That's the spirit! Now who's ready to get their butts beaten up?"


	10. Chapter 8: The USSR

**Author's Note:**

 **So apparently Chapter 9 doesn't appear for some people. If it doesn't appear for you, PM the issue to me. I am doing my best to fix this problem. If it DOES appear for you, PM that the chapter works for you. Note I can only reply to PM's from accounts and not Reviews. It's a function of the system.**

* * *

"MUHAHAHAHA!" The villain laughed. "I have you now, so-called-hero!",

"Let them go!" Ant-Man warned. "They're innocent!"

"Ha! Innocent?" Animal Man – a minotaur-built behemoth with a pigeon for his head – tightened his grip around the family. "This man over here is a butcher. He butchered a cow, Ant-Man. Just to eat it. A COW! That's like murdering your dog! WOULD YOU EAT YOUR DOG?"

"The two things are completely different!"

"That's what this generation has been manipulated into believing! Only true environmentalists like PETA would understand!" He brought his feather-shaped blade closer to his victim's necks. "My Quirk is to control all birds nearby me. My gaggle of geese prevents you from getting small. I'd say that being a one-trick pony has failed you, but such insults are extremely stereotypical of ponies. Instead, I'll call you a one-trick peg!"

"How about hitting two-birds with one stone?"

"That's also discriminatory!" a fine mist covered Animal Man. He coughed. "Ahh! The smell!" He cried before an iron-clad giant knocked him unconscious.

"Thank for the assist, Iron Man. Is the family okay?"

"They're fine. Good thing I brought some bird-repellent from when I last visited New York." He shuddered. "Never fly around during rush hour without it."

"Thanks for the advice. I'll deal with the clean-up." Ant-Man paused. "Wait. Shouldn't you getting ready for your job right now or something?"

"No need." The suit opened up to reveal it was empty. "Already on my way there."

"Then why do I hear…music?"

"Uh…sorry, connection breaking Srrrt." The Iron Man drone repeated. "I'll Srrt Get back to Srtt You. Hey ladi-" With that, the drone flew away.

* * *

Tony made sure no one was looking as he snuck into the Teacher's Lounge. He hit the big, red DO NOT ENTER button and breathed a sigh of relief. Now if he could just change and get to his class, he would be in the clear.

"I've been expecting you." At the end of the room, Howard The Duck spun his chair to face Tony.

"Oh, hey Howard." He yawned. "Nice to see you taking an interest in James Bond."

He glared at him. "You Ain't going to your next class."

"I don't see the problem. It doesn't start for another five minutes."

Howard turned on the TV behind him.

" _and welcome back to the Early Night Show! I'm your host, Lemmik Ymmij, and today we'll be talking with the one, the only, Ironman!"_

 _Next to the host, Iron Man in his latest suit of armor sat down in his chair. The faceplate was open; revealing a totally-fine Tony Stark without any injuries, as he had planned._

" _So tell me, Ironman. Why would you move so close to New York? You've got another girlfriend in the works?"_

" _I'm really just here to enjoy the view. Though, between you and me, the scenery isn't the best part about it…" All the ladies in the audience blushed._

" _Fascinating. And I've already gathered reports of your many heroic deeds since you've arrived?"_

" _Yes."_

" _Why not just use your drones?'_

" _I'm aware that other cities aren't as comfortable with top-quality Stark peacekeepers flying around, so I keep them to a minimum. But, hey, who needs them when you've got these guns?" A row of missiles popped out of his arm._

" _Very nice. Is that why you're in your suit today?"_

" _Right, so that the world can see that New York's the new safest city around. Because good luck getting past several tons of iron, gold, and grit Villains."_

" _Which brings us to the sponsor of today. The Beard Club. Shaves so smooth you won't even feel a thing, now on discount with-"_ Howard shut the TV off.

"Congratulations, you played yourself. I know this show starts past midnight. What the hell were you thinking?"

"Scheduling issues. I had to do the show earlier than expected." He sighed. "Look, it's fine. It was only an hour and a half and I got a good nap in after it."

"And what about this morning?" Howard scrolled the TV down through multiple reports. " 'Iron Man prevents bank robbery,' 'Iron Man helps fix broken cars?' 'Iron Man stops insane pigeon from destroying family.'"

"Fine. It was 3 hours in total. I wasn't even in the main suit the whole time. I don't even have to be in the suit to go do my job. I'll just-"

"Sit down and relax?"

"No I-"He yawned. "I'll just go to work."

"Look here, Stark. Just because you can use One For All for 3 hours doesn't mean you never get tired doing anything else. Besides, you're still a normal guy with a fist-sized dent In the ribs."

"I'm…" he yawned again. "How long?" He grabbed a blanket.

"Later," He guided Tony onto the couch. As he curled up to sleep, Howard pulled a cigarette carton out of his vest. "Want a smoke?"

Tony's sullen chest glared at him. "You're kidding me, right?"

"The ventilation here is great. It all goes into a pocket dimension or some money-saving crap like that." He took a puff of his cig.

"So. How's life?" Tony asked.

"Painful. A buncha paperwork with that whole incident yesterday. Not a single thing got caught on camera."

"I could help upgrade the security system."

Howard shook his head. "I know you're already caught up in your own personal work. Always trying to build something just in case, dealing with competing businesses. Especially that Oscorp one."

"They want some of my tech," he chuckled. "No surprise. I won't sell it off, of course, but I'm not sure about other businesses Stark Infinity''s partnered with. They might turn."

"True. But that's tommorow's problem. You gotta accept there are some things you can't fix or prepare for. That sometimes you gotta just do it when the time is right. Otherwise you'll lose track of everything else. Don't you got that boy to watch over again? What was it…Peter Parker?"

Tony sighed. "Yeah. He's pretty…what's the word?" he thought. "Scared. At everything that moves."

"You just gotta give him someone to talk to. That's how most kids work. Heck, that's how most _people_ work. Otherwise they'll try doing things for either attention or spite."

"Got it." _I should check up on Peter more often, though. Last time he nearly told someone about One For All._

 _I still trust him, though, to keep it safe. It was just a slip of the tongue, and he probably didn't mean it.. He's a smart kid; he won't get himself into unwanted trouble._

* * *

"I REALLY HATE THIS!" Peter yelled as he hung onto the car-door for dear life.

"It's fine, Peter!" T'Challa yelled back. "We're almost there!"

"HOW MUCH LONGER?"

"Ahh…Wanda how much longer? Oh," he leaned back out the window, "Veel langer as 5 minute"

"What's that?'

"I forgot the term in English!"

"NICE TRY!" He screamed.

Today, Cable had told them they were going to an off-campus site for Rescue Training. They would practice how to use their powers for helping rather than hurting people - a lesson Peter was excited to learn. Unfortunately, due to the recent breach, all the buses were being inspected for bombs or other nefarious devices. It sounded like they would have to walk there.

T'Challa, ever resourceful, had suggested to instead use one of the teacher's car, and it was fortunate that Cable was fine with 20 students cramped onto his pickup truck.

As they waited for Cable, everyone else put on their Hero costumes and waited at the school entrance.

T'Challa marched up and down the road, hands at his side, a bright red whistle in his hand. He blew it. "Everyone! As your Class Representative, I ask you to listen!"

"Here we go…" Nico whispered to Laura.

"We are, unfortunately, unable to use the busses today. Therefore, we have to make-do with a small pickup truck!"

"Couldn't we use your car?" Peter asked.

"No! We use whatever resources we have at hand, EXCLUDING those that would give us such a simple answer. We must struggle to become heroes!"

"Therefore, I ask you all to line up in alphabetical order, to TURN OFF your phones before we enter the vehicle. And finally…first come first serve!"

"WHAT?" everyone cried.

"In Wakanda, we constantly try to prove ourselves worthy of our titles! Competing for ruler of Wakanda. Fighting for political status, regardless of one's political status before. As such…" Cable's car began to pull up. "I call the shotgun!"

With the agility of a panther, T'Challa back-flipped onto the car, opened the front seat, and slid next to Cable.

They all stared at him in silence. Then a thick pool of molasses suddenly wrapped around their feet.

Nico waved her Staff at them. "Every man for themselves." She was the second person on the truck.

In the chaos that had ensued, Peter had ended up as the last person to get in the truck. But with so little space left, he had to make good use of his abilities and cling to the side of the car.

"WOHOOO!" Doreen yelled; the wind whipping through her hair. "This is epic!"

"Huh. You're really a bug on a windshield now…" Flash snorted as they slowed down at a red light.

"Give him a break, dude." Luke nudged him. "At least he has the courtesy to give up his seat for someone. Like a true man!"

True. He had given up his seat for Wanda when they were competing for space.

"And it looks suuupppeeerr fun!" Doreen bounced in her seat. "I wanna try!"

Daisy, squashed next to her, shoved her back down. "Don't. You'll scratch Mr. Summer's car."

"Why can't I just go with Gwen? She gets to relax inside a pocket dimension with practically infinite space!" He argued.

In order to save room, Gwendolyn had (reluctantly) used her quirk to let people inside her private pocket dimension; with a limit of two other people.

"She won't budge," Daisy opened up Gwen's school bag. Inside was a portal leading to Gwen's pocket dimension.

"For the last time NO!" Gwen's entire face was an embarrassed shade of red. "It's already enough with Kei and Scott in here. They keep touching my stuff!"

"A magazine of Daredevil?" Scott tried to read it. "Why are all the pictures of Daredevil cut out?"

"OHOHO" Kei boasted. "JACKPOT! You've got to read this thing: 'Captain Marvel X Tony plus OC in bed with Darede-'"

"I SAID DON'T TOUCH ANYTHING!" Daisy closed the bag.

"This is going to take a while, isn't it?" Peter moaned as the traffic light turned green.

"How about something to pass the time?" Luke suggested.

"Oh, I've got it!" Doreen took a deep breathe. "There's one-hundred bottles of coke on the wall…"

"Be quiet." Cable muttered.

* * *

"All right. All right. Uhh…" Forge went over his to-do list. "Cleaned the motors. Took out the laundry. What was I supposed to…" He noticed a group of students staring patiently at him. "Oh yeah," he peered at the bottom of the list. "Rescue Training Exercise. Earlier than expected…Aren't there supposed to be twenty of you?"

Daisy shook the three other students out of Gwen's bag. "We're all here, sir."

"Right. Okay, okay. Inspiring speech. I'm sure I put that in my notes somewhere…here!" Forge cleared his throat. " 'Welcome, students, to a place where you were hone your skills to become true heroes. Shipwrecks, Plane wrecks, Car-wrecks will all be simulated inside this building…'" He pointed to the dome-like structure behind him. "the Unexpected Scenario Simulator Rescue center!

"The U.S.S.R" Robbie stated

"The what?"

"You called it the U.S.S.R."

"I did? I swear I would've mentioned that in my notes…" He read his notecard again. "Darn…I shouldn't have written this in cursive..."

"Mr. Summers?" Peter asked Cable. "Are you sure this is a real Pro Hero? I don't recognize him…"

Cable sighed. "This is Forge. He's a rescue specialist whose quirk is to see the potential and kinetic energy around him. This helps him subconsciously do the math that would usually take minutes in seconds. This is based on his eyesight, though, which makes him…distracted."

"Is that why he's not a well-known Hero?"

"No. It's because he's reclusive. More used to fixing problems he can hold. He could care less about what other's think of him. He doesn't assert himself, so others do it for him. Remember that." Cable walked over to Forge. "Forget about it. We're on a schedule."

"Yeah, you're right. Whatever." He shoved his notes aside and shook Cable's cybernetic hand. With his own cybernetic hand. "Nice to meet you again, 'Marty Mc Fly?"

"Don't push it."

"Just testing you. Let's get inside and do some training."

"One question," He said. "Where's Tony? He should've been here by now."

"Uhh…he E-mailed me earlier today." Forge pointed at his wristwatch; lowering his voice. "Said he had some 'important business' that ran over 3 hours."

"Typical of him, wasting his time like that." He glanced at the students. "Let's not follow his example. C'mon Class 1-A, time to practice."

* * *

The U.S.S.R was a massive pie-shaped complex cut into several sections. Each devoted to some form of rescue. Blizzard, Desert, even ship-wrecks were part of the exhibit. There was even a section for a raging inferno.

"It's a beauty, isn't it?" Forge took a deep breathe. "Burning ash. Motors hard at work. All operating at a rhythm akin to mother nature."

"How is that fire still going?" Peter asked.

"Heck if I know. I'm still trying to figure it out." Forge said.

"But how do you not know?"

"Due to his quirk, he's able to subconsciously calculate the physics that would be needed in order to build devices. In short, he knows the necessary forces to launch a bullet, and simply combines the necessary materials to do so. But he has to manually learn what the objects he learning _are."_ Cable explained.

"Exactly. Which brings me to my point." Forge's face grew serious. "We live in a society where our powers are prohibited from being used extensively in public, so we never consider how dangerous they can be. And given how little we understand our powers sometimes, we can cause some pretty bad things to go down." He held out a stapler. "Let's say I'm fighting a villain, right?." Faster than the eye could track, he began to disassemble the stapler. "I'm trying to build something to stop the villain from fighting. There's no time to think; I'm just going with the flow. And then, whoops!"

Peter yelped as Forge fired a gun at him. "I've accidently killed him. Well, it's still a stapler, so the ammo is just staples…and I aimed at his feet, so…"

"We get it!" the class yelled.

"Yeah. Quirks, Mutations, the like, they can all be pretty dangerous. So just…you know…control them better. Uh…" He snapped his fingers. "Could've sworn there was something more to this…"

"What Forge is trying to say," Cable interrupted. "Is that our powers are extremely dangerous. You've seen that first-hand during Combat Training. Today's focus is on how to use those powers to help, rather than hurt, others. To know the limit of your powers that your enemies can handle and when it's best to use them. Because that is the only line separating Heroes from Villains."

The class nodded in unified agreement.

"It's soo much cooler when you say it…" Forge sighed.

Peter raised his hand.

"Yes?"

"So, basically, with great power, comes great responsibility?"

Cable thought for a moment. "Yes. Same difference."

"Hey, that was a good line Peter!" Wanda bumped his shoulder. "You're already talking like a Hero."

"T-thanks…" Peter blushed.

"Now that we're done with the semantics, let's get…" The lights inside the U.S.S.R began to flicker. Cable readied his gun. "Hold on…"

"What? it's just a system malfunction." A screen popped up on Forge's metal arm. "I'll have it bugged out in no time."

"A malfunction in your machines?"

Forge's face turned red. "I'm flattered, but I'm sure it's nothing."

As if the universe wanted to absolutely assure Forge it was something, the fountain in the center of the building exploded into turquoise powder. The lights began to flicker.

Like the center of a hurricane, it began to coalesce about the center until it was a vortex. Out of the mist, a man with a sphereical glass helmet stepped out; his cape billowing behind him.

"Welcome, students…" the man boomed. "To your doom!"

"Huh. Didn't read about him in my notes." Forge said.

Cable fired a bolt right between the man's eyes.

"Yeash. Learn to take a joke sometimes."

The man dropped to his knees, but his body vanished before he hit the floor.

Out of the mist, the man appeared again; this time with two other clones. "I see you're quick on the trigger, _Time-traveling Hero Cable."_

"So you did your research," Cable pointed at Forge. "Get the doors open and the students out of here."

"They're not working. Someone from a separate IP is accessing the U.S.S.R. The doors are locked." He slapped himself. "That name sounds so stupid in retrospect."

"Communications?"

"Jammed."

"Building controls?"

"Blocked."

"Wait. This isn't a training exercise?" Luke asked.

"No. And I'm not lying this time. It's the real deal."

The mysterious man laughed. " _TRAINING?_ You MA students cannot be that dumb. This is a _game,_ my I, Mysterio, am the master!"

With a snap of his fingers blue mist shot out of his back; causing the portal to grow. One by one, villains began to emerge from the portal; nefarious intent gleaming in their eyes. They began to march towards the students.

Two of the villains stood alongside the villain: A green, hunch-backed man with big ears, and a large-hulking man with a dome-sized helmet on his head.

"The Juggernaut?"

"No. The Juggernaut actually has a red helmet and not a gray-colored one, so this guy just looks like him." Peter winced. "Though I wouldn't count him as safe…"

"Forge," Cable said. "Tactic: Aegis. Now."

Forge pulled a small handgun out of his pocket. "Understood."

"Keep them safe." He grabbed several grenades, threw them at the villains, and charged into battle.

"Mr. Summers, you can't take them all out! There's too many!" Forge grabbed Peter's arm.

"Trust me, he knows what he's doing. C'mon!"

"Ha! You forgot to pull the pins! Advance Firing squad!" One of the villains yelled. He pulled out his gun. "Light him up bo-"

Cable's bionic eye glowed for a second, and the grenades began to glow.

"What?" The grenades erupted into giant fountains of flame.

 _Greek-Fire Grenades. They'll burn for_ _a good minute or two and slow down anyone trying to reach Forge and the students._ Cable charged up his gun _meaning I have only one objective._

He activated a riot shield on his robotic arm and used it to charge through the fire.

He began firing at the front lines of villains; knocking them down before they could get any closer. One of them wrapped a tentacle around his arm.

"C'mon, guys. All this guy's got on us is just a couple of guns!" His left eye glowed again and the Villain's head slammed into Cable's fist.

"Idiot! He's a pro hero that's got telepathy! Make sure you don't get his attention."

"Whatever," A massive humanoid pig lifted a crude club over its head. "I heard it's weak anyway. No way it'll stop THIS!"

"You're right." From his back he took out a small pistol and fired it at the monster's wrist. He screamed as he dropped the club in pain while Cable adjusted a knob on his gun "And why I use _this."_ The gun fired a concussive blast that knocked the monster away.

"Let's make one thing clear. I'm a time-traveler; means I've already been to the future. Constantly trying to make it better. And after all this is said and done. I can tell you personally…" His left eye glowed. "None of you will live to see it."

* * *

"This Pro-hero is…annoying." The green man scratched his neck. "Constantly hiding, exploding, It's a nuisance!" He accidently drew blood. "And with that telepathy and futuristic guns you'll never know what's going to happen. No fair!"

"As a magician, I respect him." Mysterio folded his arms. "Misdirection and ambiguity to always make the audience paralyzed with awe."

"Shut up Shakespeare. Did you find out where Iron Man is? My claws are just waiting to rip that core out of his chest."

"Based on that schedule we-ahem- _I_ stole from MA, he should be with these students. All we have now is Cable and that insolent inventor."

"He couldn't find time to care for his own students? What a shame. Maybe he'll change his mind if I eviscerate a few of them. Make sure I get the chance."

"I suppose I can _share,_ Green Goblin. _"_ Mysterio clapped his hands and the blue mist enveloped him. When it disappeared, So did he.

* * *

"How did they get in a facility with security this tight?" Nico yelled. "Wouldn't the alarms go off? Or some Pro-Hero notice several costumed 'civillian's'?"

"I think the fishbowl-guy had something to do with it. Remember when that fountain exploded?" Gwen replied.

"Add that to how they were probably involved with that accident yesterday," Robbie added. "and how they attacked an isolated facility off-campus. They're clearly not run-of-the-mill villains. They're organized; and they have a common goal."

"Less talking, more running!" Pietro yelled. In a flash of white hair he ran over to the door and began pulling on it. "It's jammed!"

"Those doors are meant to prevent any break-ins. Ironically." Forge said. "Give me sometime and I could find a way to get them open."

"You won't get the chance." Pietro looked up to see that a cloud of mist floated above him. He leapt out of the way as it fell to the floor. Mysterio stepped out of the cloud. "We intend for you to fully enjoy your stay until Iron Man shows up. Or you're dead. Consider it.. Improv."

 _They're here for Iron man?_ Peter thought. _I mean, if that's all, we should be fine, right?_

 _But that conversation Forge and Cable had earlier…did he run out of hero time?_

"As if I'd let that happen," Forge aimed his gun at Mysterio. He laughed as seven other body clones stepped out of the mist.

"Go on then. Take a shot. You're an inventor, not a marksman. I'd be surprised if you could even hit _one_ of me with my quirk."

"Well, that's the thing about powers in general. Mines in particular," Forge quickly disassembled the gun and attached it to his arm. The barrel began to glow. "If you're not careful, they can be dangerous."

Suddenly, Flash leapt in front of Forge. "Hey! Get out of the way!"

He ignored Forge. "As if I'd let some two-bit Villain beat us! " Flash's symbiote formed tentacles; each with knife-like appendages at the end. "Dark Thornbush!" the tentacles attacked each of the tentacles: each clone dissipating. Except one of them. He instead dodged the attack.

"You didn't think I'd figure it out?" Flash grinned. "Luke! That one over there!"

"I got you homie!" Luke charged at the real Mysterio. "TOUGH GUY SMASH!" He let his fist fly…

Right through thin air.

"Smart. And fast." Luke felt someone tap his shoulder. "But not fast enough." He blew mist into Luke's face. He stumbled back, coughed, and fell into the mist; disappearing. Mysterio adjusted his suit. "I should thank you, though. Your lack of cohesion saved me from an attack."

"Hey! You!" Flash still blocked Forge's aim. "Get out of the way!"

"Too late!" With a wave of his hand the mist swirled into a torrentous mini-hurricane. "It's time for you to join the cast!"

The mysterious mist began to swirl around the students. Peter coughed; trying to escape, but the wind was too strong.

It began to sweep him up. In the moment, he bumped into Laura. Before he could say anything, she disappeared into dust. Soon, the same thing began to happen to him, and the world turned dark...

* * *

Mysterio was pleased with himself. He had managed to teleport all the troublesome upstarts far away from the entrance. Now he could focus all his attention on Cable.

He felt the air around him grow hot. He teleported as Forge fired a wall of flame at him.

 _They're still here?_ He noticed that several of the students had managed to escape his mist. Like kittens to their mother, they hid behind Forge. The barrel of his gun was smoking.

"It doesn't matter if you keep multiplying, teleporting, or whatever power you have." He smirked. "I've modified my gun into a flamethrower!" The gun began to glow again. Mysterio teleported away from the blast. "Abra-cadabra this!"

 _It must've been that silver-haired brat,_ He glared at Pietro. _Using his speed to get as many people as he could out of my mist. And now the inventor is now an actual challenge.._

 _How…troublesome._

* * *

Peter opened his eyes. Not willingly, of course; the wind rushing through his face did it for him.

 _OKAY OKAY OKAY THINK THINK!_ He looked for something to grab. He was above a city. Buildings began to rush into view _UH, UH, BUILDING!_ He fumbled through his pockets for his web-shooters. After the incident yesterday, he had upgraded his Web-shooters with Lunella's ammo-clips in mind. They could now shoot farther, and were more resilient to external forces. He hoped. _Okay. This is stupid. I only toyed with the idea before, but it might work!_ He looked for the tallest building and aimed his wrist at it. _PLEASE HIT PLEASE HIT!_ He fired the web shooter. The webbing arced through the air before hitting its target.

The line went taunt as a 25 Kilometer-per-hour child pulled on it. The angle of his fall caused him to swing off the building. _YES!_

Like a pendulum, he swung back-and-forth several times before he finally lost his momentum and came to a stop. Despite his situation, he couldn't stop smiling. _That was so cool! I never thought they could be used like that._ He arms ached from the strain. _might need to watch out how fast I swing next time. If there is a next time. Where am I?_

 _I'm still inside the U.S.S.R.. I think I'm in the Fallen-City Site._ He glanced at the building next to him; broken and crumbling as if it were about to collapse. _I hope everyone else got out okay. I'm fine at the moment._

As if the universe was really tired of being important to anyone, Peter heard the sound of angry villains beneath him.

"Hey, there's a kid up there. GET HIM!" One of the villains yelled as he loaded an astral arrow into his bow.

 _Never mind!_ Sticking to the wall, Peter began climbing his way through a dangerous barrage of projectiles.

Following in his tracks, a women began chasing him up the wall: her quirk allowing her to redirect gravity.

"I'M GONNA THROUGH YOU OFF THE BUILDING KID! YOU'LL BE A SPLAT ON THE CONCRETE!" She grabbed Peter's legs. "GOT YOU!"

As Peter struggled to stay onto the wall. A familiar voice called out to him.

"GeRoNiMo!"

"What?" Peter yelled. Doreen fell on top of the villain and kicked her off the building.

"I said Geronimo!" she hefted Peter over her back. "Hold on!" With her squirrel-like powers she crawled up to the top of the building. Once there, she put her hands to her hips; proud.

"Phew! You're heavy!" she panted. "Not like little Ant-man over here!"

"Ant man? A pro-hero is actually- oh," he noticed Kei Kawade. Lunella sat next to him as she tinkered with her phone.

"Sup." Kei waved.

"Hi," Peter waved back. "How did you all get here?"

Luna gestured to Doreen. "I was just wandering around the city after we all got teleported. Then I found Doreen and she helped me get to safety."

"Ahem… _manners please…_ " Doreen coughed.

"Oh, sorry, I forgot to say thank you."

"Same here," Peter added

"Your welcome!"

"Anyway, as we were searching for more people, Kei had the luck to get teleported on this building, and he dropped his notebook next to us."

"On purpose?" Peter doubted.

"No. I almost walked off the edge after the villain teleported us." Kei sighed and kissed his notebook. "^But I didn't lose you^"

"And now we're all stuck up here." Lunella peered over the edge. "I think we're high enough that they can't actually shoot at us with anything. Plus, I think the stairs are too cramped for them all to get up here without exposing themselves. Plus, we have the high ground. I'm surprised none of them have flown up here to attack us."

"Maybe they don't know our powers? I know for certain that a crumbling city isn't my biggest weakness. Especially if it has parks." From their point of view they could see all the other training sites. Doreen pointed at the fire-dome in the distance. "That would be terrible though. It's always my tail that gets caught on fire first."

"Right." Peter thought for a moment. "So they're playing it safe. Because one of us might have some ultimate anti-air quirk or can fly. They won't attack until they're sure we're perfectly surrounded."

"Until they get bored and try to knock the building down." Peter's stomach fluttered.

"They can't be that dumb. The building would collapse on them."

"Good point. But, just in case, can anyone here fly?" Lunella asked.

"Nope."

"I could draw something that could fly, but something big enough for all of us would be too much for me." Kei sighed.

"I don't think I'm related to any flying squirrels."

"Great. I guess we're stuck here until one of those villains decides to do something."

They were all silent.

"B-but it'll be fine, right?" Kei stuttered. "I-I mean, we've got Lunella here. Her dinosaur will come in any minute."

"I left Devil back at school."

" _What?"_ everyone cried.

"I wanted to do rescue training by myself and not rely on him."

"B-but you can summon him, right? You can swap bodies with him."

"But I don't know the directions for Devil to get here. And whatever's jamming communications is also messing with my GPS." She held out a make-shift (relatively. It'd would still give Apple a run for it's money) phone. "and Devil can't talk; even when I'm in his body." She slapped herself. "I'm so sorry…"

"Aw, it's no big deal." Doreen hugged Lunella. "Let's stop thinking about what we didn't do and start thinking about what we can do."

"Doreen's right. Fist things first, we need to know our strengths. What are our powers?" Peter piped in.

"I can draw monsters that come to life. I can summon them, too, if I can draw them in enough detail." He rubbed his wrist. "Though doing it too much can cause pain."

"Like, your hand cramps?"

"Like the hand I used to draw it with starts to burn."

"Relatable."

"Well," Doreen started, "my Quirk is Squirrel so I pretty much have everything a squirrel has. The tail and the claws and the claws used for climbing. I can also talk to squirrels, and have really flexible cheeks to store stuff in."

"Really?" Kei grabbed her cheeks and pulled them out. "Ha. Weird."

"Hey!"

"And I can switch bodies with a mutant T-rex"

Everyone looked expectantly at Peter. "What? I thought it was obvious."

"We're all a bit…confused about you, though." Doreen said.

"Yeah. On one hand, you can climb walls like a spider…" Kei began.

"Between you and me, the Spider insignia he wore was a dead giveaway…" Doreen whispered to Lunella

"But on the other hand, you hand can also glow with power and give you the strength to knock stuff down."

"It's…" _Based on the tests I did before, my body seems to have energy it can manipulate. I'll just tell the half-truth._ "I don't remember the name, but I have this energy inside of me I can release. I use it for climbing walls, like a spider. Or I release it all at once, like when punching stuff."

Doreen and Kei both seemed pleased with this answer. Lunella cocked her head.

"That's a pretty powerful quirk," Kei said. "I was just curious, since your quirk is like Iron Man when he punches, minus the armor."

"Wha-Bu-uh-They're, totally different!" Peter stammered. "I-I mean I know they both do the same thing b-but…"

"One of them doesn't break every bone in your body?"

"Yeah. That." He sighed. "still working on that…"

"That sucks." Kei said. "Is that why you don't have your hero costume on now? I thought you were just waiting to change clothes here."

Peter tugged at his P.E clothes. After the Combat Training, he had given his tattered suit to the Hero Costume specialist for repair. He considered just letting Aunt May fix it, but she might throw a fit if he mentioned how he broke it. He'd have to carefully work on that.

On the bright side, the Lead costume designer said he could drop in and help design it whenever he felt like it, so customization was still a possibility.

"Yes. I still have my web-shooters though."

"Great! So we can just use those things to swing away!" Doreen cheered.

"What gave you that idea?"

"How do you think we found you?"

Peter's cheeks went red. "Was I screaming…"

"Loud? Yes."

He slapped himself. "I see your point. But even if we could escape these villains, they'd either just chase us or cause trouble for the other students. We have to deal with them right here and right now."

"But what about the Pro heroes?" Kei asked.

"For now, let's assume that no one is coming. Better we do something about it then risk valuable time."

Lunella glanced at the crowd of villains beneath them. "Well, on the bright side, at least they're all clustered together. Like bowling pins."

Peter thought for a moment. "Clustered together…of course Lunella, I've got a plan!"

* * *

The shark glided through the water; anxiously awaiting it's prey. Originally, they had planned to sink the boat. But the troublesome brats kept shooting at them. And while the villains were unified, the boy's...demeanor made them consider the fragility of their lives. So they went to plan B. He saw signs of movement in the boat above him. Blood pumping to an ancient rhythm, the shark pounced out of the water; jaws wide open. "SNACK TIME!" It's jaws closed around it's prey. Then it winced it pain, as it's teeth bit on rock-hard steel.

Luke slammed the villain against the wall. "Really? That was the best you could do?"

"These guys don't know our quirks!" Flash yelled as he took down two other villains. "That's why they're being so cautious."

"Lucky for us."

Flash and Luke had both been teleported into the ship-wreck zone, forced to fight for their lives on a boat. Their only advantages being that the villains weren't that good at fighting on land, and that they hadn't let any of the villains slip back into the water yet; meaning they still had surprise on their side."

"Hey Flash! Another group trying to sink the boat here!" Flash ran over and pulled out his gun.

"FIGHT LIKE A MAN DAMMIT" He fired several shots into the water, and three shark-like villains jumped out.

"Then stop being so difficult and DIE!" The first villain opened his jaw to bit him. Flash shoved his gun into the maw and fired it. As he cried in pain Flash gave him a knock-out uppercut.

 _Yes Flash_ Venom whispered, _Whip the piss right out of them!_

"Shut up!"

Before the other two villains could attack, Luke tackeled them onto the ground. "Who are you talking to?"

"No one!"

Luke grinned. "Man, you're just full of steam!"

"What do you mean?!"

"You're either punching something or yelling and punching someone." Luke stated. "Especially to Peter."

"Shut up! Who are you calling hot-headed?!"

"See? Always yelling."

"Better than doing nothing. Besides, aren't you supposed to make sure no one goes under the boat? I can't shoot them there!"

"Chillax, dude." Luke said. "I think we've already knocked-out most of the villains. How many were there? About thirty. And we locked them up in the lower decks."

"Make that thirty one!" A villain grabbed Luke and pulled him overboard. Flash grabbed his leg.

"Aggh! Flash! I can't swim!"

"ARE YOU KIDDING ME?!"

"It's because of my quirk. It makes me harder to float in water. And…well…I never bothered to learn…"

"Thanks for the advice, kid!" The villain fired a jet of water into Flash's eyes. He let go in shock, and Luke went overboard.

Down and down, the villain dragged Luke deeper into the water.

"HAHAHA!" The villain gurgled. "I guess we were dealing with you the wrong way. Drown, boy!"

The villain felt a tug around his back, as if he'd been caught on a fishing pole. He noticed a black-sludge slowly entrap him in a net. When it was complete, it began to pull him up. He struggled to swim away, but the force kept pulling him back towards the boat. With a loud roar of defeat, the villain was flung out of the water and back on to the boat.

A long strand of black thread ran from Flash's arm to the villains back. He had used his symbiote to form a net around the villain.

Flash kicked the villain in the face. Luke gasped for breathe; relieved to know he could get it.

"Did you shoot that tendril?" he asked.

"Yeah. Before you went under the water. Then I slowly wrapped it around the villain 'till it was strong enough to not break and pulled him out."

"That looked a lot like the net Peter trapped you in during Combat Practice. Did you copy him?

Flash was silent for a moment.

"Shut up lead-head."

* * *

The Villain smiled at his prey. "Well what do we have here? A lone wanderer enters our domain." She stayed quiet.

The villain was a were-wolf like man. As such, his natural abilities made him perfect for the Frozen World site. He waited until the students were teleported to him and tracked them down. His partner stood behind him. They knew they should be more careful, but it was one girl shivering in the wind. No rush.

She held out a strange flower. "A gift, for me? How kind of you." He took it. "I must say, this is an odd way to go out. You sure you don't have any last words?"

She whispered something. "Say that again?"

"Raffelsia Flower." The flower in his hands bloomed into a tremendously large flower that hammered his senses with a horrid stench.

 _Name: Lin Li_

 _Mutant ability: Nature-speak._

 _She can talk to any living creature and convince it to due her bidding. This can extend to making flowers grow faster in places they shouldn't be able to and taming normally wild animals._

He reeled back; his stomach threatening to puke. Out of nowhere, two other students leapt at them. One with metal claws, another with spiky red hair and was, for some reason, only wearing a kilt.

"Faigh am bian air falbh!" The man-child screamed as he began pommeling the villain's partner in the head.

"An ambush? That's the best you've got?" The man extended his claws. "You'll die for this!"

"HA HA!" he roared. "Perfect! I feel most alive when rapidly approaching my death!" He charged at the villain. "BRING IT!"

Laura was faster, however, and rammed the man onto the ground.

"You've got claws too?" He said. His claws sunk deep into her face. "Too bad you don't know how to use them!"

As soon as he had said that the scars on her face slowly began to heal. "A healing type? More cutting for me!" He began to claw at her face, body, any vulnerable spot again and again. For some reason, she didn't fight back. She seemed to be feeding off it. Then, suddenly, her eyes grew red.

 _Name: Laura Kinney_

 _Species: Mutant_

 _Quirk: Feral_

 _Laura has animal-like abilities, such as claws, a healing factor, and enhanced senses. Along with this, she also has a 'rage' mode she can enter. After experiencing intense emotions or pain, she can enter this mode and become stronger, faster, and wilder._

She pushed the man off of him and began cutting him into ribbons. Her eyes glowing a crimson red; her face masked in anger.

Before she could make the final kill in Lin Li shoved the flower into her nose. Laura coughed as the smell hit her like a hammer. Her eyes returned to normal and she fell to the ground coughing.

"Laura, are you okay?" Aiden asked as he knocked the other villain out.

She gave him a thumbs up.

"Good. Because I heard yelling and OH MY GOD." He gasped as he stared at Laura's victim; criss-crossed with red slashes. "um…is he…okay?"

"Yes. I'm…sorry." She panted "My quirk is hard to control. It's why I don't let myself get hurt too much. It's easy to let it go." She struggled to stand up. "It also drains me physically."

Sounds of yelling could be heard in the distance.

"The other villains heard us. We need to be ready." Her body began to shake from the cold. Her breathes came out slow. "Let us go…"

Aiden picked her up. "No." he said. "You and Lin's powers aren't fit for fighting in the cold, and you're already tired. We'll…we'lll set up somewhere safe and hide again. And if there's trouble along the way, I'll deal with it."

"You'll fight by yourself?"

"W-well," he stammered. "There…aren't that many villains. And besides, we're only holding out until the pro's come. So…yeah. We can make do."

"I still have some fertilizer and seed packets left." Lin added. "I can help."

"Y-yeah. Just until the pros show up." He held out his hand to Lin. She fist-bumped it.

"What is that?" Laura asked.

"It's a fist-bump. You hold out a fist – no claws – and do this." He held out his hand. "It helps you feel pumped-up."

"Pumped-up?"

"Excited."

Laura awkwardly curled her hands into a fist. She brought it to Aiden's hand. "Like that?"

"Yeah. YEAH!" He beat his chest. "YEAH!" He swung Laura over his shoulder. "LET'S GOOO!"

Positioning Lin on his back, Aiden began running through the frozen wasteland.

 _My best bet would be to leave this site and get away from the cold. Then I could regroup with the others. But we might get ambushed by villains along the way._ Aiden thought. _Whatever I do, I'm the most capable person now. I'm their hero in need. I can't let them down. I- I can do this!_

"I CAN DO THIS!" he screamed.

"Stop yelling. You'll attract the villains," Laura muttered.

"S-sorry."

* * *

"So you press the button like this…"

"I get it. You've already told me this a thousand times!"

"I know, but if you miss we all fall several hundred feet."

"I won't. I pinkie-promise!"

"Okay. Just make sure that pinkie is in the right position. Is Kei done yet?"

"I don't know. Kei, Kei?" Doreen waved her hand at Kei. "Hel-oooooo what are you…is that my butt?"

"What?" He covered the notebook. "N-no it isn't!"

"Think you can fool me you little…" she ripped open his notebook. "Huh. You draw a lot of people's butts."

"I draw when I'm nervous. And those are the hips, not butts. I'm working on body posture, and you all happen to stand still for long amounts of time. But, in terms of the plan…" he held up a rock wrapped in paper. "Yeah I'm done. Tracing of Lunella's phone saved us some time."

"Good. But if I ever see a moment when that tail isn't covering my back…" she extended her claws.

"I'd never draw such a thing in my precious notebook." Kei argued. "I usually do that on my tablet…"

She grabbed him by the collar. "I'MSORRYIDIDN'TMEANYOUINPARTICULARIJUSTGETALOTOFCOMMISONSTHATINVOLVEFURRIESPLEASEDON'TKILLME!"

"Hey guys!" Lunella yelled. "You might want to hurry up! Big guy incoming!"

Amongst the crowd of anxious villains, a hulking figure came into view. A tall well-built man with literal canons for hands stood amongst the crowd. He marched his way towards the building.

"Oh my god." Peter muttered. "They're actually going to destroy the building."

"Or try and shoot us. Whatever the case, we're going to beat them to it. Ready?"

Peter nodded. "I have to be."

"Okay. Make sure to aim for the second-to-last set of windows if you want the trajectory to be just right. And you stay upright and don't twist too much." Peter leaned over the size of the building.

"Clench in your butt, Peter!" Doreen cheered.

Peter took a deep breath and leapt of the building.

"HEY VILLAINS!" he yelled. Or whimpered, as the sound of his fall drowned out everything.

The Villains glanced at him as he fell.

"Hey! one of 'em has gone insane with fear!" The villains began to gather beneath Peter. "Make sure he doesn't hit the ground. He might be up to something!"

Peter kept falling. The villains readied their weapons. "LIGHT HIM UP!"

Half-way through his fall, Peter spun around and shot his web shooters at the far left corner of the building. The line pulled taut, and Peter swung to the left; narrowly avoiding a barrage of attacks.

"He's trying to get away! STOP HIM!"

As Peter swung through the air, he let One-For-All build up in his fist. At the top of his lungs, he yelled "Iron Man's normal attack…Energy Blast!" he released it at the building he was swinging on. The air rippled as it cut through the building, and the recoil sent Peter flying.

"It's go time!" Doreen grabbed Kei and Lunella. She leapt of the rooftop just as it began crumbled beneath her.

Thanks to Lunella's and Peter's planning, Doreen jumped right into Peter's trajectory and grabbed him as the building toppled behind them.

It was perfect. Taking into account the nearby buildings and roads, the destruction now created a dead-end for the Villains in which the only way out was opposite their escape route.

"Kei," He groaned. "NOW!"

"FEEL MY WRATH PUNY VILLAINS!" Kei threw the rock – the paper now glowing – at the sea of villains beneath him. It soared through the air and landed with a _THUNK_ near one of them. They picked it up.

"Heh. Smart-asses. Toppled a building so they could give 'em a chance to run, then left a calling card. Think we're some kind of joke!?" He unfurled the paper. It was a picture of a dinosaur drawn with impressive detail. It almost looked like it was real. The ink's was glowing, and he felt the ground shake as a head-sized tooth popped out of the paper.

A roar could be heard from the paper. Bit by bit, the dinosaur came to life. His eyes were that of intense amber. His skin that of dried blood. Towering over the villains, he was a menacing sight indeed. And the villains only route of escape was now blocked.

"Sick 'em, Devil!" Lunella cheered.

Devil roared in reply and began to topple all the villains that stood in his way. Surprised and trapped, the villains fell like pins under the bowling ball that was the Devil Dinosaur.

Above it all, Doreen whooped. "yeah! We did it!"

"Hey, stay focused! We're still falling!"

"Got it!" Doreen aimed with the web-shooters she'd borrowed and aimed for the nearest building. The line pulled taut as their combined weight pulled on it, and for a second Peter thought it would break. Thankfully it didn't, and they swung through the air - slowly losing momentum.

"Spider-man, spider-man, does whatever a spider can…" Doreen hummed.

"What song is that?"

"Nothing, I just realized how catchy the hero name 'Spiderman' is. Maybe I could do something similar…" she pondered

* * *

With the threat of danger temporarily over, they began to find a route out of the site. Peter rubbed his hand. He had used two fingers to topple his building, and now they were an unsavory purple color.

"Ouch. It looks a lot worse up close." Lunella said.

He winced "It hurts. But not as much as before."

"Same here bro," Kei held up his right palm. It was covered with red blisters, with small streams of blood pouring from it. "Though I think I'll recover faster."

"To quick recoveries," He fist-bumped his bruised hand against Kei's. Both bit their lips from the pain.

"A quirk that hurts you when you use it. Unlucky. But that makes me ask…" She made sure Kei and Doreen weren't listening. "What really is your Quirk?"

"I already told you. Body-energy manipulation."

"Seems odd that someone with such a Quirk would also make webbing out of their mouth."

"I don't know," he said, "Maybe it just comes with the quirk, iike Lin and her Antlers." He sighed. "Can we talk about this later?"

"Okay…" she thought for a moment. "Just making sure, you _are_ human, right? Not a mutant, inhuman, or alien-in-disguise?"

"Yes."

"Okay. Then maybe it's possible…" she muttered something Peter couldn't quite catch.

Before he could ask what she meant, Doreen yelled. "Stay focused guys! We need another one of your nerdy plans to win!"

Lunella rested against the wall. "We can wait until Devil's done with the villains for some extra fire-power, and then try to break out of here and get help."

"That fish-bowl guy will just teleport us away again. We should just try and stay alive. Besides, they want iron Man, right? One way or another he's going to come in here and kick their asses!" Kei flexed his muscles. "He's gonna be all like 'Villains? Ha, more like trash!'"

"But," Doreen interrupted. "if they were already expecting him, don't you think they would have something against him?"

They all fell silent.

"That bulky guy from earlier wasn't fighting like everyone else. Maybe he's part of the plan?" she continued. "And if that's the case, and they have someone strong enough to fight Iron man himself, then how do we get out of this alive?"

Lunella stopped her. "We should focus on surviving first."

"I agree." Peter's heart stopped as he felt claws dig into his shoulder. "You should really focus on trying to make it out alive." Slowly, he turned around. The man was green and hunch-backed; his smile as wide as his face could allow. Next to him, the helmet-man stood by, as if awaiting orders. He felt his heart drop. _How did they find us?_

"It'll make it all the more fun once you finally DIE!" The Green Goblin laughed.

* * *

The fire raged around them. Robbie took quick breathes as his legs pumped with energy. He ran into one of the burning buildings; slamming the door behind him.

The Villains caught up to him and banged on the door.

"OPEN UP YOU PIPSQUEAK!" He yelled. "We're coming on in no matter what you do!"

No response

"Fine then!" The Villain kicked down the door, leading him into an empty room. "Come out come out! There's no where to hide!"

Silence

"H-hey boss!" His partner pointed at the door. "I-it's gone.."

Instead of the outside world, the door led to a set of staircases. "Wasn't that the door we came in with?"

"Huh?" He looked around. He went to the nearest window and discovered they were several stories up ANOTHER building. "How?"

In the distance he saw Robbie approach with Gwendolyn by his side.

"Great idea using your quirk to build a portal just as they came in." Robbie said.

"Whatever, please get this over with…" she wiped her brow. "It's REALLY hot here."

Robbie nodded. A small fire began to travel down from his shoulders into his palms.

"All the villains here have some form of fire-immunity, so using Hellfire Level 2 wouldn't have any affect. And the first level only induces pain and can't actually physically hurt someone. Therefore, one quick, kinetic attack is what I needed to take them down."

The Villain's blood ran cold as Robbie's fire grew larger.

"And by condensing my fire and then expanding it all at once, I can create a pseudo-explosion…" He launched a fireball at the building. "Dante's Inferno!" He yelled.

The ball of fire hit the building and exploded. The building cracked under the pressure and crumbled on it's own weight. Robbie rubbed his arm as steam came off of it.

"OH MY GOD MONOLOGING LIKE AN ANIME PROTAG!" Gwen couldn't contain herself.

Robbie walked past her.

"OH MY GOD! SO COOL!"

* * *

 **author's note: this is going to be split up into parts, so a Z to not make it one beefy chApter.**

 **i guess it's like jojo's bizzare adventure, meaning i have to put some obscure reference to it Wherever i cAn. i think it would be Really, Undeniable Difficult to come with one, sO i didn't include it...**

 **or did I?**

 **Anyway, thanks for reading.**


	11. Chapter 9: Savior in red

**Author note: So apparently chapter 9 doesn't appear for some people. If it does appear for you, PM that it does. if it doesn't, PM the issue. I'm doing my best to fix this.**

* * *

Chapter 9; Savior in Red.

Scott fired at Mysterio. The beam harmlessly passed through his body.

"Childs play," He yawned. When he removed it, the beam was re-directed at Scott – hitting him in the chest. "A power based on eyesight, against a _magician_ such as myself…I'd laugh if it weren't so sad." His nose twitched at the stench of melting soot. "Though _that_ shot is to big for me to re-direct…" He teleported to safety as Forge fired another wall of fire at him.

"Stand still, dammit!" Forge muttered. _It seems like he can easily teleport throughout his mist. At least I know what area's he's coming from though…_

"What are you talking about, inventor? I haven't moved an inch this whole time!" He laughed.

"He's right. You haven't hit him once." T'Challa noted.

"Doesn't matter how many times I hit him. I just need ONE good shot." Forge charged up his arm cannon again.

"We have to do something…" Wanda said. "If we can get someone out of the U.S.S.R, then they can go and call some Pro heroes to help."

T'Challa shook his head. "True, but most of our heavy-hitters are gone. We only have your brother, Kamala, and Scott. Worse, this villain's control over his Quirk is immense."

"I'm here too!" Sam yelled. He flew up. "I'll just drill an exit out of here!" Mysterio quickly wrapped him in mist. Suddenly, Sam dive-bombed into the ground. Forge covered him as he ran to safety.

"Point proven."

"Hey, Mr. Forge," Wanda asked. "Why don't we just run somewhere else and make our own opening?"

"Break out of something _I_ built? The U.S.S.R isn't just made out of lego bricks. It's a state of the art facility. My cannon isn't strong enough to break an opening wide enough for everyone. And don't get any ideas of trying something. My priority is your safety."

"Heroes. So reactive. Only waiting until the day needs to be saved before they act. A boring trope to fight against, and one I am personally done with." The mist began to build up behind Mysterio. "I will finish this." Dozens of doppelgangers appeared behind him. They swarmed Forge.

Forge readied his cannon arm again.

T'Challa realized his mistake. "Sir, above you!"

A small blue cloud hovered over Forge. Mysterio dropped out of it and landed in front of Forge; his palm transformed into a tendril made of fog. It wrapped around the gun barrel. Through his translucent sphere, you could almost see a flash of smiling teeth. "Misdirection."

Forge fired his gun and the shot traveled through Mysterio's body and gathered into his chest. He gave Forge a gentlmen's courtesy and bowed before the body exploded in front of Forge.

"Done in by your own attack!" The hidden Mysterio laughed. "My doppelgangers are also made of my mist!"

 _Quirk: Teleportation mist_

 _He can manipulate, generate, and control a blue mist that is not only hard to see through, but can teleport anything inside of it to another area of Mysterio's mist. The mist itself can also teleport to different locations._

"How do we even hit him then?" Sam rubbed his head.

"By making a plan from what we know. One, we know he has a real body which he uses to observe us. We've been able to get close to the entrance before he notices us," T'Challa held up two fingers. "Two, His mist stays clumped together, so the mist must be a certain thickness before he can teleport something. And three, he must be conscious of what he is about to warp."

"True. I was able to run through it temporarily to save you guys," Pietro added. "If we can distract him, we could win this."

"That's what heroes do!" Sam yelled. He blasted at Mysterio. "COME GET SO-" History repeated itself, and his head crashed into the ground.

"You know…" Mysterio yawned. "If you'd stop flying in so fast, your head might stop ringing. Not that you'll live long enough to learn...bucket boy."

"Hey!" A hand stretched out and dragged Sam to safety. "Only I can call him that!"

"Shut up Kamala!"

"Vibranium.." T'Challa muttered. "Mr. Forge never said the doors were made out of Vibranium."

"He never said it wasn't either!" Wanda replied.

"Not to fear. Vibranium can cut through anything. If I can reach those doors, I can cut an opening large enough for me to escape." T'Challa extended his claws.

"I don't know how you'd the chance," Pietro said. "Even with my superspeed, I was barely able to reach the entrance before he spotted me. And he wasn't even in a defensive position yet."

T'Challa grinned. "Yes. He is too fast for ONE person…" He rubbed the beads around his arm. "Wanda, do you remember the time I faced you during combat training?"

—-

Cable slapped his gun across the villain's face. His ammo reserves were almost empty, so he had to do the best with what he had. He pressed his foot against the Villain's chest. "Tell me what you're here for. Allies, who's behind this. _Now._ "

'Tsk tsk tsk. That's MY job." A green, pumpkin-shaped grenade rolled next to him. Cable leapt out of the way; it's explosion sounding like canned laughter.

Cable wiped his mouth. "Your grenades seem to have an attitude of their own."

"Pumpkin Bombs! Genius, am I right?" Green Goblin laughed. "All lovingly crafted by me for my enemies!"

"I'm sure the kids love them on Halloween."

"Why of course they do. It's a great treat to compliment the arsenic I slip into their treats!" Cable ran at him. "Oh? A man of few words, I see. Boring…" Gobling sighed, "I'm actually starting to miss Mr. Fishbowl's banter." He pulled out a knife and swiped at the Green Goblin. He happily spun to the side. "Lame!" He leapt over his next attack; dropping a bomb onto Cable's head as he evaded him.

Cable kicked It away. "Why attack M.A students? Who are you working for?"

"Oh, why attack a bunch of student nobodies? What could possible me among them that would be interesting? I wonder…" Green Goblin scratched his chin; His claws leaving small red scratches on his green skin. "Oh yeah. Because of IRON MAN!" He extended a set of claws from his hand and clawed at him. Cable blocked it with his bionic arm and threw him away. "He's a living example of the horrible complacency of this world. The wolves willing to make the world their own no longer roam amongst the lambs, too scared of the shepherd to do anything. I want to return the world to that state. Where everyone is free to take what they want, regardless of the law!"

"Is that all you want?"

"Well, that, and to kill anything I hate. Which is everything. It's a Win win for me anyway!"

"I will stop you."

"Oooh, some spunk! And how are you going to do that?" The Goblin Jeered.

"By killing you." The Green Goblin laughed.

"A hero, kill me? Why, I though you were all too busy farting above your asses to sink down to the likes of me."

"Not exactly." Cable explained. "Some heroes are confirmed by the government the freedom to kill villains if they think they're too much of a threat. I'm one of those exceptions."

"Sounds more like the secret police than an outstanding hero."

"I prefer not to kill."

"It doesn't change a thing though. Ideals not lived are ideals not worth having." The Green Goblin waved at the commotion around him. "At least us villains understand that. At least we are willing to work for our desires. Heroes have to bottle up their will, their freedom, to save people who'd rather hide in their house than work for their desires. At least we are free."

Cable was silent.

"Struck a nerve, did I? What are you going to do now?" Cable stared at him.

"You're not the only one with grenades." The Green Goblin noticed a grenade from Cable's pouch was missing. He saw it between his legs. Cable's bionic eye glowed, and The Green Goblin erupted into a fiery explosion.

Overcome with exhaustion, Cable coughed as he his weapons. He knew from experience that no one would live from an explosion like that.

 _Most of the villains won't be getting up any time soon. I'll go regroup with Forge and help get the entrance open. He can escort the kids to safety while I make sure everyone is safe. All the villains in my area are down._

He stopped himself. _Wait. I didn't fight that helmet-man yet._ He glanced at the monstrous figure. His skin was causing; pulled tight over his body. A simple pair of brown pants covered him, as his bare chest was left out for all to see. The yellow biker helmet over his head was screwed onto a ring that was chained to his body. His fists were the size of jackhammers, each connected to a string of veins that pulsed with animalistic energy. Despite all this, he remained mountainous. He hadn't moved from his spot besides the destroyed central fountain.

Cable aimed his gun at him. "You. Explain yourself." The man didn't move. "You have 5 seconds until I shoot." He still didn't move. Then, ever-so-slightly, he turned his head to the _right._

Cable turned as The Green Goblin flew at him on a hoverboard. His claws dug into Cable's face as he passed by. Blood poured out of the wound as the hoverboard came to a stop. The Green Goblin grinned at Cable: a small patch of burned skin on his cheek.

"Ha! Goblin Glider, what I wouldn't do without you!" He passionately rubbed the board's symbol like it was a young child. "Pulling me away from the grenade just before it exploded!" He grinned at Cable.

Cable touched the wound. He felt a green infection grow around it. It spread throughout his face, and he felt a laugh build up inside his stomach. He fell to the ground in pain. "It's part of my quirk, Green Curse. In this transformation, all my bodily functions are increased. Strength, Speed, Intelligence, Insanity, even cell production." The burned skin on his cheek was quickly fell off. It was replaced by a healed, healthy patch of green skin. The Green Goblin licked his claws. "my claws have veins in them. Whenever I scratch something, my blood pops out. And now my blood is mixing with your blood! It's spreading through your face, through your very body. If left untreated, you'll transform into a green mess like me!" He laughed. "Or you die from the rapid transformation as your cells compete against my cells. It's a win win for me anyway!"

As he went on about Cable's inevitable death, the helmet man began walking towards him. The Green Goblin used his right arm to stop him. "No no no no no….You need to save up your strength for the big fight! He'll be dead soon anyway. Let him suffer his failures. In fact, I think I see several students over there! Let's go get you all warmed up!" As he guided the behemoth to the students, he looked at Cable again. His fallen body twitching in pain, as all the bruises of the battle began to take their toll. He bit his lip. "No, I shouldn't…." He sighed in exasperated. "AGH! Can't help it! Arsenal, crush him!"

In the blink of an eye, the man leapt on top of Cable and spiked his body into the ground. The earth exploded around Cable as his body became the center of a massive crater.

The Green Goblin danced around in glee. "HAHAHA! YES! Onto the next victims!"

—

The students were persistent.

Even though they were now the ones protecting the inventor, they continued to resist. The shapeshifting girl had enlarged her hands to swipe his mist away. Any time her gusts lacked power, the other students would do whatever they could to distract him.

He observed them from the entrance door; using a special pair of specs inside his glass helmet to see unhindered through his mist. With his real body so far from the conflict, he could safely pressure the pests while making sure none of them snuck out. The way they fought made him think…

Had they figured out his weakness? That if he didn't focus on his mist it would dissipate? They had certainly realized that something was stopping him from simply creating enough mist to cover them. It was already taxing weaving doppelgangers out of his mist. There had also been the case that he had to teleport an entire army here, and that required focus. Less focus meant less mist. Less mist meant vulnerability. Thanks to an associate, he had snuck in earlier today to plant some special smoke bombs that would release stored mist. It helped for when he had to teleport all the students to their dooms. As such, he would be unfathomably angered if the villains they had recruited had failed to do.

He could not wonder about that now. A true magician would never show weakness to an audience. He wouldn't be an exception.

"Kamala, are you ready?" Wanda called.

"Yes!" She stretched her enlarged arms behind her

"Aim for the entrance. That's our goal!"

"Just so you know, I got this move off an anime. Do you think I can say something from it without getting copyrighted?"

"Weeb," Sam muttered.

"Whatever. Just do it!"

"Gomu Gomu no…" She retracted her hands towards her as fast as possible. "THUNDERCLAP!"

Her hands clapped together, creating a powerful gust of wind that ripped through Mysterio's mist. He leapt back into it's safety; leaving the entrance fully exposed.

"Now!" T'Challa charged towards the main entrance – his claws extended and ready. Mysterio recognized him by his armor. His blood ran cold. He had forgotten that they had someone with vibranium their team.

"Smart, but hastily planned!" Mysterio willed his mist to collapse upon T'Challa. Like a fly to a tsunami, the mist rushed to crush him.

"My turn!" Sam flew in and grabbed T'Challa by the shoulders. With all his might, he flew the two of them towards the ceiling. They were going to break out through the roof.

"No!" Mysterio willed his mist to rise up. A giant fist rose out of the cloud. It chased Sam as the two climbed higher and higher. Inches away from their goal, the fist closed around the two. "This fist of mine is simply an illusion made from my mist. However, I can will it to condense into tangibility! Begone, pests! Secret Fist of the Magician's Hand!" He motioned for the arm to spike the two students into the ground. With a resounding CRACK they crashed into the ground, sending rubble flying into the air.

Mysterio breathed a sigh of relief. The secret fist was a move he reserved only when he was sure an enemy's attack wasn't strong enough to dissipate it – it was still mist, after all - and when brute force was needed. He was sure the boy's armor was laced with Vibranium, but it had it's limits. A force like that would crack all the bones in a person's body.

True to his words, the flattened body of the prince of Wakanda laid tattered on the ground.

Mysterio blinked at the body of the prince of Wakanda.

 _It was only his suit._

"We've got him!" Wanda panted, her hands glowing red. "Now's our time to attack!"

Pietro ran out carrying T'Challa – dressed in his normal clothes. Mysterio looked around him in distress. He had focused so much on following what he thought was T'Challa, he had forgotten to leave some mist over to protect the entrance. With the majority of it focused so high above them, he would either need to rapidly produce more or call it back down as soon as possible. Both of which would take time. Wanda gave him a sneaky grin. Their plan had worked.

"This is so gay…" Pietro muttered as he held T'Challa on his shoulder like a pole. T'Challa straightened his body likewise and extended his claws.

"Maybe it is. But embrace it. For it. Is. VICTORY!" Pietro began to spin T'Challa like a drill.

Mysterio gave a shaky grin. "Even with your head start, my mist will reach you first!" True to his word, the mist rushed to grab the two boys.

"Good thing we counted for that. Pietro, do it!" T'Challa ordered.

"You're probably going to puke from this, so I'll say it for you," Pietro used his superspeed to turn T'Challa like a drill. At the last possible moment, he threw him at the door. "WAKANDA FOREVER!"

"WAKANDA FOREVER!" He replied back in spirit as he slammed into the entrance door. Steel met Wakandian spirit, and steel yieled. The metal groaned as T'Challa ripped through the doors in glorious fashion.

Mysterio was stunned. Pietro saw his chance and tackled him.

"So this is your main body, huh?" Pietro rubbed his fist. "Feels like it. I'm not the smartest guy, but I can tell you the one problem you made." He grabbed Mysterio by the shirt. "You messed with my sister."

"A magician is always willing to risk the audience's life for a performance. That's why backstages exist." Much to Pietro's surprise, Mysterio takes his fist and smashes the glass sphere over his head. Mist explodes out. When it had cleared, Mysterio had vanished.

"Hey, hey!" Sam crawled out of the crater. "Did you get him?"

"No." Pietro sighed.

"Darn it." Sam ripped off his Nova helmet off: a large crack had formed along the faceplate. "My suit comes from this helmet. The more energy I put in it, the stronger it's defenses are. Because of that crash it's broken now! I'll have to get a new one now."

"Calm down. You helped out a lot. We couldn't have gotten T'Challa out without you." Pietro peeked through the hole T'Challa had made. He could see him in the distance running for help. His hands were covering his mouth, and he occasionally dipped to the right as he ran. "I'm amazed he can still move."

Wanda and the rest of the students came to the entrance. "Where's the villain?"

"Gone."

"Good," Wanda sighed in relief. "We can get out now."

"We should wait here for the Pro's to show up instead," Sam said. "The hole is only big enough for one person at a time, so we might expose ourselves trying to escape. Plus, we can't just leave Forge and everyone else here. We have to set up a safe area for them."

"That's…actually smart." Kamala noted.

"That's," He yawned. "very nice. Tell me after my nap. I'm kinda…sleepy." He fell to the ground.

"That's more like it." She smiled.

"I'm on the same page as Sam. Mimicing human movements is…" Wanda yawned. "Hard. Go ahead and do hero stuff. I'm gonna…sleep…" She fell face-first onto the ground. Snoring.

Scott looked at the remaining students. "What's next"

—-

"Turn into a duck!" Nico yelled. A red aura covered her staff and the staff exploded in her face. It landed several feet away from her. A duck-billed man picked it up.

"No so QUACK tough without your QUACK little wand, are you?"

"I'm out of ideas Donald." She shrugged as the villain raised his hand to attack. Daniel blocked the blow and delivered a mighty blow to his chest. "But at least fists don't run out of ideas. Nice hit."

"What happened?" He asked.

"I accidently repeated a spell I've said before. If I do that, the Staff Of One usually backfires. It's getting hard to concentrate on original spells right now." She picked up her staff. "At least it didn't teleport me five hundred meters away this time…"

"Five hundred meters away from here would be an excellent course of action," Daisy commented as she used her gauntlets to fire concussive blasts.

They had all been teleported on a large plateau overlooking the U.S.S.R. For the past several minutes, villain upon villains had ascended the mountain to fight them. They had only survived thanks to their combination of quirks. Daisy used her vibration manipulation to vibrate the air and knock groups of villains away with concussive blasts. Nico summoned earth golems to keep villain busy, and Daniel dealt with any remaining villains powerful enough to go through the first two defenses.

Nico cracked her knuckles. "I think we're finished with the latest wave of villains. Hopefully."

"We can rest for now. Our focus is on using our strength as efficiently as possible."

"Isn't vibrating the air an inefficient way to use your power?" Daniel asked her.

"Yes. The less dense something is, the harder it is to use my quirk on it." She pointed at her gauntlets. "These make that task easier."

"Why not use it on the ground? You could wipe out all these villains with a good earthquake."

"Because then you'd get hurt. The more powerful my vibration attacks are, the harder they are to control. If I did something like an earthquake-scale attack, it would hit everything in my area." In the distance, she spotted another wave of villains. "I may have to resort to that soon."

"Got it." She pinched Daniels ear. "Let's get out of her way."

"Hey ouch ouch ouch! Let go!"

"It's funnier this way." She looked at the onslaught of villains that charged at them.

They suddenly stopped. Something was causing a stir amongst them. "Hey, what's going on there?"

Daisy squinted. "It seems like they are fighting."

"Over us?"

"Over _something._ "

"Well fuck that. If they're trying to pick the strongest fighter to fight us, I'm not sticking around to get my face creamed." Daisy pulled out a pair of binoculars from her suit. "Jeez, is there anything you don't have accounted for?"

"Sunscreen," she replied plainly. "It's a half-naked man with spiky red hair. He's got someone on his shoulder, and he's holding another one as a weapon.

"You mean he's holding another person's weapon."

"No. He's using the _person_ as a sword. They're alive, I think."

As she spoke, the man swung his 'sword' in a wide arc – cutting through several villains and knocking them aside. "HAHAHA!" he yelled. "THIS IS THE MEANING OF A REAL FIGHT!"

"huh…that voice sounds familiar." Daniel said.

"Yeah. I've seen those claws before…" Nico added.

"FEEL THE POWER OF SCOTTISH MIGHT!"

"It's Aiden," Daisy concluded.

"WHAT!?" They cried in unison.

"During combat training, he was all shy and tame. What happened?"

"It's part of his quirk," She explained. "According to his bio, his emotions tend to tie in with his quirk. Feelings of general strength – pride, protectiveness, anger – allow him to draw out more of his warrior spirit. As a result, he gains increased strength, pain tolerance, and…wilder."

"DIE!" Aiden roared. "I WAS TASKED TO PROTECT MY FRIENDS WITH MY LIFE. LAURA FELL TO AN AMBUSH AS WE ESCAPED THE TERRIBLE COLD OF THE WINTER AREA, NATURE GIRL HERE SPENT ALL HER ENERGY PROTECTING OUR WOUNDS. LAURA AND I WILL SUFFER A THOUSAND DEATHS BEFORE I YIELD!" He yelled. "BLOOD FOR THE BLOOD GOD! FLAMES FOR VALLHALLA!"

"I share my friend's hatred for you, villains." She extended her claws as Aiden grabbed her legs and continued to use her as a weapon. "Thank you for maximizing our combat potential while conserving our overall stamina."

"DEATHHHHHH!"

"That's a strength - enhancement quirk for you. Especially one that gets you past the M.A entrance exams." Danny felt a chill travel down his spine. Just seeing Aiden gave him goosebumps.

Nico, for once, was at a loss for words. Her blood ran cold at the sight of the battle. "Y-yeah."

"We should call him over," Daisy suggested.

"NO!" Daniel and Nico agreed in unison. Daisy ignored their advice and pulled a flare from one of her many pockets. She fired it into the air.

"Ahh, friends!" Aiden broke through the crowd of villains and ran to them. "Wait for me! I'm coming!"

"What are you doing!? He's going to attract more villains!"

"Our position on this plateau is already inviting enough for villains. Though we have the high ground, the environment of our area is fit for almost anyone to come here and fight us, no matter their powers. We need all the help we can get."

"I couldn't agree more," An arm wrapped around her mouth. Another had a gauntlet aimed at her forehead. "Move a single muscle and I blow her brains out." The villain yelled. "That includes you redhead!"

They did as he asked. "Good. Now, hands behind your head and body on the ground STAT. No quirks, powers or anything funny. We do this right, and you get to walk away alive."

"You know they'll kill us," Nico spat.

"It's not my business. I get hired. I get dirty, then I get paid. Simple as that. I'm not into useless antics like some of the other villains here. Heck, if I can strike a decent deal with the Sinister Coalition, you might live to see tomorrow. I'm sure someone is willing to buy out your fancy powers. You could even make a decent living out of it."

 _Sinister League? Are those the people responsible for this?_ She couldn't think about it. She tried to buy them time. "Why work for them though? If your quirk is good enough for a planned attack like this, you could be doing a more green job. If you helped us out, maybe you'll be able to be cleared of your past crimes and get a job as a…" She glanced at the man's suit. "A Bagpipe player for a band?"

"Ha ha, I wear a kilt. Laugh all you want, but I'm the one in charge here. And I always stick to my contract. _A stable job would help me get enough money for my dream pet sanctuary._ " His suit was an ugly yellow, with stitching across it that resembled an Irishman's kilt. To accompany his yellow aesthetics, he wore a brown front in front of the suit with a lightning symbol on the belt he wore around his waist.

"In charge?" Daniel couldn't help but laugh. "Is that supposed to be a pu-"

"I said hands behind your head!" He glanced in the distance. Another wave of villains was coming. "Good. I'll have you secured in no time."

"Huh," Daniel wondered out loud. "For someone in charge, you're playing it pretty safe."

"Like I said, contract with the Sinister League. Business with them is like rolling a dice with no dots. You've got no chance."

"And your business with them is jamming communications," Daisy interrupted, "Am I right?"

The man fell silent.

"All the villains seem purely interested in hurting us, yet you've stayed on the sidelines until now. You must be valuable to the operation to try and play things so safely…" The man tightened his grip.

"Shut up."

"Oooh," Nico smiled. "Playing the hostage card. I'm trembling, almost like there's _an earthquake_ near me _._ " The villains in the distance were rapidly approaching. Aiden was still a few meters away. They'd get to him first. That meant they'd also get Laura. She had to act now. She slowly rose to her feet. "That's the thing about Heroes, though."

The man's gauntlets began to humm to life. "I'm warning you…"

"They don't need contracts to trust each other. We all have the same goal…" She stepped on her staff. "Beat the villains!" Her Staff Of One flew from under her foot and connected to the man's face. He stumbled backwards; his grip on Daisy loosened. She clapped her hands. Her own gauntlets fused into one main one. She attached the big gauntlet to her leg.

 **Bouncy Castle!** Nico summoned a massive bouncy castle – large enough to house herself, Daniel and Aiden. The scene shocked the villains.

"What are you going to do now, cry to your momma?"

Nico flipped them the bird. "Bye bitch."

Daisy raised her leg.

 **Earth shatter, Magnitude 2!**

She brought her leg crashing into the ground. The ground violently shook from the epicenter. Fissures branched out across the floor, and the whole plateau crumbled on itself; dust was sent flying into the sky…

—-

Gwen hopped as she and Robbie walked towards the entrance. From their place a the Fire dome, they had spotted some of their classmates firing a laser at the sky. Via turning the laser on and off, they had repeated the words "SAFE" in morse code. Somehow, they'd established a safe place at the entrance.

"To think this battle has only gone on for minutes and not months," Gwen yawned. "I'm bored."

"You can talk to Laura once we get there. She'll be happy to talk to you." Robbie replied, "If she even is there…"

"Hey…what about everyone else? Shouldn't we try to help them?"

"Strong teamwork requires everyone to pull their own weight. Heroes need strong teamwork. We make sure we're somewhere safe before we make up a plan to save the others. No need for everyone running around and getting themselves hurt."

"But they could be in danger. Like, right _now._ "

"Then they should've chosen a different job." Robbie stated apathetically.

"You're mean."

"You're annoying." She stuck her tongue out at him, and tripped.

"Woah!" Robbie caught him.

"You're also distracted." He said. He glanced at the scene around them.

They were near the destroyed fountain. All around them, rows of villains – unconscious or dead – littered the ground. _Cable must've done all this. This is what the work of a Pro-hero is like._ Robbie glanced at his hands.

"HEY HELLBOY!" Robbie turned his head to the sound of the voice. As if on cue, another voice rang behind him.

Flash Thompson marched towards him, drenched. His hair was a wet mess. Luke was with him too. He hung onto Flash. Trauma clung to his eyes.

"Water…so much water…." Luke shivered.

"I'VE GOT A QUESTION FOR YOU!" Before Robbie could reply, a villain jumped at him.

"GOT YOU!" He turned to incinerate the villain, but Flash's gun beat him to it. With a single shot, the villain fell to the ground; unconscious.

"DON'T LOOK AWAY WHEN I'M TALKING TO YOU." Flash yelled.

"Don't keep yelling." Gwen muttered.

"Shut up Pinky!" Flash shoved Luke off of him. "Get off…Where's Peter?"

"Who?"

"Peter. Slightly smaller than me, brown hair, dumb grin. He's probably gone all 'hero' now, and it's up to save his ass. Where is he?"

"I don't know" Robbie stated.

"Then you're coming with me!" Flash grabbed his hand and dragged both him and Luke with him. "You too Pinky!"

"Why are you holding my hand?" Robbie asked.

"I need the extra set of eyes. The only good thing Peter has on him is that power quirk of his. He's going to set it loose at one point. Look for something that looked like it was cause by a massive explosion."

"No. We're going back to the entrance to regroup with the others."

"No. We're going to search for him, then we search for everyone else. The guys at the entrance are fine."

 _You know I could always be your extra eyes, Flash._ Venom whispered.

"SHUT UP!"

Robbie glanced at Luke. "Does he…"

"A lot." Luke groaned.

"Hey…." Gwen looked at the broken city district. "I think I see them over there!"

Robbie pointed at Gwen's binoculars. "Where did you get those from?"

"When I teleport, I use a separate dimension to get from A to B. If I only open one portal, then I can go into this dimension. I store a bunch of stuff here."

"Can you store people in it?"

"No. For people, animals, or anything alive, the portal won't close until they leave."

"Have you tried?"

"No. It's like some mental block in my head."

"Is it because you have a fear you'll kill them?"

She shook her head. "No. It's not that…"

"WHATEVER. Let's go." Flash let go of Robbie. "I don't need you to follow me anymore."

Gwen looked through her binoculars again. "Hey…I see that green guy and hulk guy from before."

Flash's eyes turned blood shoot. "what…"

"The two villains from before are fighting Peter. Woo! Go Spiderman!" Gwen cheered.

Flash dropped Luke and ran to where Gwen had been looking.

"BASTARD!"

—-

Peter trembled. Before him, two villains stared at him. The green man

"Why hello there young boy. How do you want to die?"

"Nobody is going to die today!" Lunella whistled. "DEVIL!" No response.

The Green Goblin grabbed Lunella's throat. "I assume those roars were caused by a pet of yours, no? With all that work he's doing, I think it'll be a while until he gets here." He began to choke Lunella. She struggled, at first, and then her eyes rolled back.

"Hands off of her!" Doreen charged at Lunella but the monster blocked her path. "H-hey! Out of the way!"

"No can do! Arsenal is tasked to protect me at all times. Good luck getting through him!"

 _No!_ Peter charged One For All into his right arm. He aimed at The Green Goblin."I won't let you hurt her!" He let the energy out.

In the blink of an eye, the monster that had stood behind The Green Goblin was now in front of Peter. The wind rippled as it took the brunt of the attack; a hole-shaped chunk of the man's innards shot out with it.

Peter winced in pain from the force. His entire arm was bruised now, and he had accidently killed someone.

Through the hole, The Green Goblin laughed at Peter. He wiped the innards off his face. "When I said go through him, I didn't mean literally!" The hole in the man suddenly sealed up. "Arsenal! Kill him!"

The man raised his hand to strike him." Peter!" Kei tackled the shocked Peter aside as the ground exploded behind them. With just his pure strength, the monster had created a crater.

 _He has superhealing!?_ Peter gasped.

The Green Goblin laughed. "How can you be heroes when you can't even save yourself- OUCH!" Lunella bit his arm. His grip weakened, Lunella freed herself from The Green Goblin's grasp. "Brat! Don't you know your manners!?" Lunella roared in response. She leapt at him, but Doreen caught her.

"No! Bad Lunella! What's up with you!?" Lunella snarled at Doreen.

The ground trembled. The Green Goblin looked at the ruined city and saw a red T-rex charging at them. "Another toy for Arsenal to play with. Arsenal! Destroy that dinosaur!"

Arsenal stood in front of the charging T-rex. He tanked the beast's charge as he wrapped his hands around its snout. With no sign of fatigue, He arced his back and lifted the dinosaur into the air.

"HAHAHA! Show how useless it is for heroes to resist! Destroy him!" The Green Goblin yelled.

"SHUT UP AND DIE, IDIOT!" Flash hit the Green Goblin in the back.

Distracted by his own sick game , The Green Goblin had failed to notice Flash, Robbie, Gwen and Luke approaching them. he stumbled and fell on his face.

Right behind Arsenal, who was about to suplex Devil Dinosaur. The Green Goblin was crushed by Devil Dinosaur before he could tell Arsenal to stop.

An awkward silence filled the air. Peter limped to Devil's body. "Uh…what happened?"

"I think Flash accidently crushed the villain," Robbie noted.

"BUG BOY!" Flash punched Peter's broken arm. "Stop trying to play and idiot and getting yourself hurt!"

"S-sorry Eugene..."

"You'd better be. God, you and your damn heroism! It's going yo get you killed!"

"Stop yelling," Robbie said.

"Don't bother. He won't listen..." Luke answered.

"S-stop arguing guys! We still have to worry about that monster guy!"

Peter remembered 'Arsenal,' as The Green Goblin had called him. The monster hadn't moved an inch. "Hey. I think we're okay," Peter said.

"OKAY?!" Kei squealed, "HE WRESTLED A T-REX!"

"But he hasn't done anything yet. It's like he's waiting for orders. Probably from that green guy we crushed."

Flash walked up to Arsenal and punched him in the chest. No reaction. "Bug boy is right." He snorted

"That's great," Robbie turned to the entrance. "We should be safe now."

"But where's Doreen?" Kei asked.

They heard a surprise scream in the distance. It was Doreen; her throat only inches from The Green Goblin's claws. Besides her, Lunella barked angrily at the Green Goblin.

Mysterio floated next to The Green Goblin. "Need my help?" He teased.

"Shut up. Do you have reinforcements?"

"That pro hero took out more of us than we expected." Mysterio snapped his fingers, and a portal opened the way for a new wave of villains. "As such, our backups aren't the best, but they'll do."

"Good."

Peter stared at the two. "W-what do you want?"

"Chaos. For the safety of this world to be controlled by anarchy!" The Green Goblin tightened his grip on Doreen - drawing out a sliver of blood. "And the key to that...Is by killing Iron Man!"

"Speaking about control.." Mysterio coughed. "You would've been crushed if I hadn't teleported you to safety. I believe a reward is in order."

"Fine. You can kill the rest. But leave the Brown-Hair Bug for me." The Green Goblin smiled.

BANG rang the main door.

BANG The sound of metal being torn apart echoed throughout the building.

BOOM the entrance door to the U.S.S.R exploded.

A man stepped out of the rubble. He was clad in red armor. Every footstep shook the ground.

"Do not fear, for I am here..." The figure ate a bit out of his sandwich.

"DEADPOOL!"

-To be continued?


End file.
